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CREATING
MEANINGFUL
VALUE
Annual Report and Accounts 2025
2025 WAS A RECORD
YEAR FOR ENDEAVOUR
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
We delivered strong production
performance, generating robust freecash
flow and record$435 million returns to
our shareholders, and over $2.8 billion
ineconomic contributions tohost
governments. This strong performance
resulted in a 171% increase in our share
price for the year. We are well positioned
todeliver sector-leading returns and
organic growth, while maintaining
ourcommitment to ESGexcellence.
OVERVIEW
01 Highlights
02 Delivering meaningful value
05 Our diversified portfolio
06 Why invest in Endeavour Mining
STRATEGIC REPORT
08 Chair’s statement
10 Chief Executive’s statement
12 Business model
13 Our market
14 Our strategy
18 Partners in creating a sustainable future
22 Stakeholder engagement
25 Operating review
29 Chief Financial Officer’s statement
30 Financial review
36 Risk Management and Principal Risks
44 Viability statement
46 Task Force on Climate-related Financial
Disclosures Report 2025
62 Group non-financial and sustainability
information statement
GOVERNANCE
66 Chair’s introduction to governance
68 Our Board and our Executive
Management Team
70 Our governance framework
76
Stakeholder engagement in compliance with
s172 Statement
77 Employee and stakeholder engagement
78
Corporate Governance and Nominating
Committee report
80 Audit and Risk Committee report
88 Technical, Health and Safety Committee report
89
Environmental, Social and Governance
Committee report
90 Directors’ Remuneration Committee report
93 Annual report on remuneration
99 Remuneration at a glance
108 Directors’ report
113 Directors' responsibility statement
FINANCIAL STATEMENTS
115 Independent auditor’s report
124 Consolidated financial statements
128
Notes to the Consolidated financial statements
172 Company financial statements
174
Notes to the Parent Company financial
statements
ADDITIONAL INFORMATION
178 Non-GAAP measures
183 Detailed reserves and resources
188
Cautionary note on forward-looking statements
189 Glossary
193 Definitions
195
Shareholder information
FIND OUT MORE
See the ESG section of our website:
endeavourmining.com/esg/esg-reporting/
Contents
FIND OUT MORE
See the investors section of our website:
endeavourmining.com/investors/
2025 highlights
0.07
$2.8b
LTIFR
Continued world-class
safety performance.
Economic contribution
Includes $919 million in government contributions
inthe form of direct taxes, royalties and
minoritydividends.
1,209koz
$1,433
Gold produced
Strong production performance
underpinned by our core assets.
AISC/oz
All-in sustaining cost (“AISC”).
$2.3b
$1.2b
Adjusted EBITDA
55% Adjusted EBITDA margin
in relation to revenue.
Free cash flow
Transitioned to a phase focused on free cash
flowgeneration.
0.07x
$435m
Leverage ratio, Net debt / Adjusted EBITDA (LTM)
Tracking well below our 0.5x leverage target.
Shareholder returns
$350 million in dividends and $85 million
insharebuybacks returned to shareholders
inrelation to2025.
12.4Moz
<$25/oz
Measured and Indicated (“M&I”) resources
discovered 2021-2025
Discovery cost for M&I resources over 2016-2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
1 Endeavour Mining plc Annual Report 2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Delivering meaningful value
2 Endeavour Mining plc Annual Report 2025
Building a resilient and trusted business that is able to deliver meaningful value
for the long term to all our stakeholders.
OUR PURPOSE
To produce gold that delivers meaningful value to people and society.
Our purpose drives our strategy, business model and approach to sustainability.
STRATEGY
We maintain a high-quality portfolio and
work as a trusted partner, rewarding
shareholders over the long term.
BUSINESS MODEL
We work in partnership, helping to create resilient
and self-sustaining communities, where people are
equipped with the skills, knowledge and expertise
needed to prosper.
SUSTAINABILITY
We play an active role and have a lasting
positive impact on our host communities
and countries.
OUR STRATEGY AND KEY PERFORMANCE INDICATORS
Our mission is to build a resilient business and work as a trusted partner with the
ability to reward shareholders.
PAGES 14-17
OUR BUSINESS MODEL
Our unique strengths and differentiators drive value at every stage of our life cycle and
secure long-term sustainability.
PAGE 12
OUR ESG STRATEGY
Endeavour has progressed in responsible mining, creating shared value
for stakeholders. We aim to build on these successes and
deepen collaboration forgreater impact.
PAGES 18-21
OUR VALUES
Our people are united by our common values of partnership, commitment
toperformance, proactivity and being a pioneer in what we do.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Delivering meaningful value
Continued
3 Endeavour Mining plc Annual Report 2025
How value is shared across our business
Our economic contribution reinforces our position as one of the largest private-sector contributors to public
revenues in West Africa. Beyond fiscal flows, our economic impact creates a ripple effect across national
economies, underpinned by local employment and strong in-country procurement. Endeavour generated
atotal value of $4.1 billion in 2025 principally through gold revenues, net of realised hedge losses. Of the
value generated, 72% has been shared with local stakeholder groups that included 46% allocated to local
14%
Other debt holders
Principal and financing-related
payments inrelation to RCF and
Senior Notes of $547.6million
10%
Returned to shareholders
Through dividends and share
buybacks of $377.4 million
2%
Other economic contributions
Non-local procurement and employee
costs relating to operating, capital and
exploration activities of $67.0 million
2%
Local debt holders
Repayment of loan principal
and related finance charges
tolocal financial institutions
of$69.2 million
2%
Retained by Endeavour
Cash retained by Endeavour Mining
of$69.1 million
46%
Local economic contributions
Of the$1.9 billion spent on
operating, capital and exploration
activities, $1.6 billion was directed
to local procurement and $308.5
million to employee costs
Other stakeholders contributors Endeavour
Local economic
contributors
suppliers and national employees engaged in our production, exploration and corporate activities,
24%allocated to host governments through primarily taxes and 2% allocated to local providers of financing.
Oftheremaining 28% value, 2% was allocated to international suppliers and employees engaged in corporate,
production and exploration activities; 14% was allocated to international providers of finance; 10% was
returnedto shareholders and 2% was retained by Endeavour within the business.
24%
Direct contributions to host
governments
Through direct taxes,
minoritydividends and other
tax-related payments, including
accumulated VATbalances,
of$1.0 billion
Meaningful value in action
In 2025, we brought our purpose to life through practical action, delivering results on the ground, strengthening our operations and creating meaningful value for our people, partners and host communities.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Delivering meaningful value
Continued
4 Endeavour Mining plc Annual Report 2025
Local content and supplier development
Values-driven leadership
Maintenance optimisation
Expanding our local procurement commitment, we are working to
strengthen local supply chains through targeted supplier development
initiatives and capacity-building to elevate mining industry standards
and foster long-term economic resilience within our host countries.
Embedding our values into everyday leadership through training,
engagement and accountability, ensuring our culture directly supports
performance, safety and trust.
Improving equipment reliability and asset performance through
targeted maintenance optimisation initiatives, delivering cost and
energy efficiencies, operational resilience and safety improvements.
SUPPLIER ENGAGEMENT
We prioritise working with local suppliers as critical partners for operational excellence
andsee an opportunity to lead in local procurement to support local economies.
PAGE 23
EMPLOYEE ENGAGEMENT
Our people drive our success. We value safety, wellbeing, fair and respectful treatment
andproductivity.
PAGE 23
TYRE MANAGEMENT PROGRAMME
Our tyre management programme is an example of how maintenance optimisations
reduceemissions and creates operational efficiencies.
PAGE 28
Strong governance
Diversity, equity and inclusion
Malaria prevention
Reinforcing governance frameworks, controls and assurance processes
to support ethical conduct, transparency and responsible decision-
making across the Group.
Cultivating inclusive workplaces through targeted programmes that
promote gender balance, equal opportunity and leadership
development across all levels of the organisation.
Supporting employee and community health through prevention,
awareness and treatment programmes, contributing to improved health
outcomes in our host communities.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
PAGE 78
ESG STRATEGY
PAGE 18
MALARIA PREVENTION PROGRAMME
We are taking measurable steps to prevent malaria where we operate and in host countries.
PAGE 24
We are focused on optimising and managing our assets in line
with our purpose-driven framework to focus on a diversified
portfolio of large, low-cost and long-life mines.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our diversified portfolio
5 Endeavour Mining plc Annual Report 2025
Endeavour Mining is one of the world’s senior gold
producers and the largest in West Africa, with
operating assets across Senegal, Cote d’Ivoire and
Burkina Faso. Our target portfolio criteria are +10
years of mine life, >250koz per year, and industry-
leading, all-in sustaining cost. We are trusted to
unlock the full benefits of the material we mine from
discovery to production for all our stakeholders.
Unlocking exploration value
– 12-15Moz mineral resource discovery target
2026-2030, with 6-9Moz being brownfield mineral
resources and 6Moz greenfield mineral resources.
– Over 80 exploration targets to be filtered through
aproprietary gold mineral system framework
appliedto delineate tier 1 opportunities alongwith
AI to enhance target generation andprioritisation.
– Operated exploration projects and new ventures
exploration.
– Target project criteria is +3Moz at 1.5g/t mineral
resource, at <$40/oz discovery cost, and over
10years mine life.
Proven project development
– Strong track record of 5 projects built over the
last12 years: on time, on budget and each
constructed within two years with in-house
projects team.
– In 2024, completed Lafigué mine build and
Sabodala Massawa BIOX expansion on time,
onbudget, inunder two years.
– Definitive feasibility study advanced at Assafou.
– Target criteria: + 20% IRR after-tax at $1,900/oz.
Optimising our mines
– Renewable energy.
– Energy optimisations and grid connections.
– Fleet optimisations.
– Mining and processing optimisations.
– Target criteria: +20% ROCE.
Our operational excellence, robust financial position and
disciplined approach delivers sustainable, long-term value
withattractive returns for our shareholders.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Why invest in Endeavour Mining
6 Endeavour Mining plc Annual Report 2025
Operational
excellence
Robust organic
growth pipeline
Unlocking exploration
value
Attractive shareholder
returns
Endeavour has a strong track
recordof operational excellence with
12outof 13 years meeting or beating
guidance, supported by its high-quality
portfolio, which has enabled the
Company to maintain class-leading
AISC margins from a growing portfolio
of geographically diversified mines.
Endeavour is advancing a pipeline of
organic growth opportunities focused
on +3Moz mineral resources with the
potential to be produce +300koz/year
at a low-cost with over 10 years mine
life visibility, capable of achieving an
attractive +20% return. The next tier 1
project, Assafou, is targeted to begin
construction in 2026.
Endeavour holds a large exploration
portfolio in West Africa’s under-
explored Birimian Greenstone Belt.
We have discovered 20.7Moz
ofMeasured and Indicated resources
since 2016 and we are targeting
12-15Moz of mineral resources by
2030 for a discovery cost of less
than$40/oz.
Delivered $1.6 billion returns to
shareholders over the last five years.
The Company plans to return at least
$1.0 billion to shareholders over the
2026-2028 period, and more if the
gold price is at or above $3,000/oz
and leverage remains below 0.5x.
1,209koz
Gold produced for FY-2025
329koz pa
Average Assafou production over first 10 years
12-15Moz
Our five-year discovery target
$435m
Shareholder returns for FY-2025
$1,433/oz
AISC in FY-2025
$892/oz
Sector-leading average annual AISC over first
10years at $2,000/oz gold price
$40/oz
Discovery cost of less than $40 per ounce
ofmineral resource
$360/oz
Returned to shareholders for FY-2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
7 Endeavour Mining plc Annual Report 2025
STRATEGIC
REPORT
08
Chair’s statement
10
Chief Executive’s statement
12
Business model
13
Our market
14
Our strategy
18
Partners in creating a sustainable
future
22
Stakeholder engagement
25
Operating review
29
Chief Financial Officer’s statement
30
Financial review
36
Risk Management and Principal risks
44
Viability statement
46
Task Force on Climate-related Financial
Disclosures Report 2025
62
Group non-financial and sustainability
information statement
In this section
I am pleased to reflect on what has been a standout
year for Endeavour. Following the completion of
ourtwo growth projects in the second half of 2024,
2025 was defined by safety improvements,
operational excellence, record free cash flow
generation and balance sheet strength that
supported record returns to our shareholders
andour in-country stakeholders.
During 2025, we delivered outstanding share price
performance, ranking Endeavour as the third-best
performer on the FTSE 100 index for the year,
supported by the strong gold price environment.
As we capitalised on the favourable gold prices,
theBoard oversaw preparations to transition into
theCompany’s next phase of growth. The completion
ofthe pre-feasibility study confirmed the Assafou
project as Endeavour’s next cornerstone mine, and
we remain on track with the environmental and
exploitation permits in hand andthe definitive
feasibility study expected later thisquarter.
Beyond Assafou, exploration underpins the
Company’s long-term growth, and at the end of
2025, we launched our new exploration strategy
aimed at enhancing the quality of the portfolio and
supporting sustainable growth into the next decade.
Crucially, we remain committed to transforming our
operational success into shared value in our host
countries. In 2025, there was a 28% increase in
ourdirect contributions to host governments through
taxes, royalties and dividends. This brings our total
economic contribution across the region close to
$12billion since 2021, through payments to
governments, local procurement and wages.
Weremain dedicated to ensuring the value we
generate creates a lasting, positive impact for
allourstakeholders.
The hard work and dedication of our employees,
myBoard colleagues and the management team,
ledby Ian Cockerill, are at the heart of our success
and supported by our many partners, host
governments and communities, and you, our valued
shareholders. I extend my thanks to each one of you.
Gold performance
2025 was a record year for gold prices, reaching
over $4,500/oz. Driven by a weakened dollar,
increased central bank demand and sustained global
geopolitical tensions, gold reinforced its status as
both an inflation hedge and an attractive safe
havenasset.
We were strategically placed to benefit from this
record price environment, maintaining strict cost
controls and operational optimisations to maximise
margins and cash generation. This strong financial
performance not only enhances resilience through
the cycle, but also strengthens our ability to fund
andadvance our next phase of growth.
Accelerating our organic growth pipeline
As our next growth project, Assafou will be another
testament to Endeavour’s remarkable organic growth
track record: the Group is preparing to build its sixth
project of the last twelve years, with all projects
todate delivered on time, on budget and in under
twoyears.
The Assafou project is expected to be no different,
with first gold currently targeted for the second half
of 2028 subject to timely receipt of relevant
approvals and consents, further enhancing our
geographic diversification and improving the quality
and longevity of our portfolio.
Record shareholder returns and new programme
We remain confident that Endeavour can continue
todeliver sector-leading organic growth alongside
sector-leading shareholder returns. In 2025, we
delivered a record annual dividend of $350 million,
exceeding our $225 million minimum dividend, and
enhanced this with $85 million of share buybacks.
Since the first quarter of 2021, we have returned
over $1.6 billion to shareholders, which is 83%
above our minimum commitment for the period.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Chair’s statement
8 Endeavour Mining plc Annual Report 2025
2025 was defined by safety
improvements, operational excellence,
record free cash flow generation and
balance sheet strength that supported
record returns to our shareholders
andour in-country stakeholders.
Srinivasan Venkatakrishnan
Chair
STAKEHOLDER VALUE HIGHLIGHTS SINCE 2020
171%
Share price
increase in Endeavour’s share price in 2025
$1.6b
Total shareholder return
Shareholder returns since 2021
$11.8b
Total economic contribution
Economic contribution to host countries
since2021
Looking forward, we have defined a new,
robustShareholder Returns Programme. We will
significantly increase minimum shareholder returns
over the 2026 to 2028 period, as we simultaneously
build Assafou, returning at least $1.0 billion provided
the gold price remains at or above $3,000 per
ounce, and the Company's leverage remains below
its long-term target of 0.5x net debt / Adjusted
EBITDA (“LTM”).
The structure allows for us to ensure our balance
sheet remains optimally positioned for growth,
before distributing returns. This ensures that we
arein good shape to build Assafou and deliver
sector-leading shareholder returns throughout the
construction phase.
Economic contribution to host countries
Creating meaningful value is particularly important
within our host countries. As a major economic
contributor in West Africa, we are committed to
transparency and accountability, ensuring
stakeholders understand the value we create
notonly through our mining operations but also
through our broader economic impact.
For 2025, our economic contribution was
$2.8billion. Our countries of operations directly
benefitted from higher gold prices through our
payment of $919million in direct tax, royalties and
dividend payments to our host governments inthe
region, where we are among the largest contributors
to government revenues.
Director changes
We thank Livia Mahler for her outstanding
contribution to Endeavour throughout her long tenure
on the Board, and in particular for her leadership as
Chair of the Remuneration Committee. Her insight
and commitment have been invaluable, and we wish
Livia every success in her next chapter when she
steps down at our upcoming AGM having completed
nine years as a Director.
We are pleased to welcome Alison Henwood who
was appointed as an Independent Non-Executive
Director effective 13 January 2026. Alison brings
extensive experience across the extractive industries
and finance, and we look forward to the valuable
contribution she will make to our future.
Governance focus
A key focus for my colleagues and I on the Board
isto continue to strengthen our governance and
alsomaintain our engagement with Endeavour’s
employees to best understand culture across the
Group. In 2025, we have made good progress
onboth these fronts, applying the UK Corporate
Governance Code 2024, expanding our Anti-Bribery
and Anti-Corruption training across the Group and
taking action on the results of our 2024 employee
survey. Further details on these initiatives can be
found in the Governance report starting on page 65.
Diversity, inclusion and the talent pipeline
Strengthening diverse voices across the Group is
akey priority, critical to our success and our future
resilience. We are proud to maintain high diversity
onour Board with over 44% female representation,
and 40% from a minority ethnic background, whilst
on our Executive Committee 33% are women.
Youcan read more about our compliance with the
Listing Rules on diversity on page 73. In the wider
organisation, 12% of our employees are female,
andsignificantly, we have seen a 30% increase in
women in management roles since 2021.
In practice, we are committed to growing our female
talent pipeline through the ‘Women at Endeavour’
programme’s ‘Empower’ initiatives which began
during the year. We also continue our high-impact
work with partners on the “Girls in STEM” programme
to encourage young women into science and mining
careers, aligning with our commitments to education
and inclusion.
Reinforcing our commitment to transparency
As a leading global gold producer, we are deeply
committed to acting transparently across our value
chain. This commitment begins at our mines,
opening our doors to local stakeholders, including
our employees’ families, who come to visit the
mineon our open days and better understand how
weoperate.
Further downstream, we are a member of Single
Mine Origin (“SMO”), which is an initiative that sells
gold to jewellers in demand of responsibly mined
gold. An SMO gold piece is paired with a QR code,
allowing customers to trace the origin of the gold
anddiscover the ESG initiatives led by the mine.
Now in its fifth year, SMO has continued to grow its
customer base across Europe and the United States
and with growing demand for our gold, this year we
were proud to onboard Sabodala-Massawa as
amember mine.
We were also proud to see our gold used by
renowned British-Ghanaian jeweller Emefa Cole to
produce jewellery worn by music artist Lauryn Hill at
the globally-celebrated Met Gala in New York. This
moment of international recognition is a powerful
tribute not only to our responsible mining practices,
but also to the collective dedication of our teams.
This initiative complements our participation,
asamember of the World Gold Council, on the
GoldBar Integrity Programme, which is digitising
gold’s journey from mine to end user.
Well positioned for 2026 and beyond
The strong performance of 2025 underscores
Endeavour’s resilience and strategic vision. We are
now in a better position to grow production towards
the target of 1.5 million ounces by 2030.
In short, management remains focused on delivering
on our key objectives and this prudent approach
ensures that we are fully funded to support our next
phase of growth and continue to return significant
value to all our stakeholders. We look forward to
updating you on our progress throughout 2026.
Srinivasan Venkatakrishnan (“Venkat”)
Chair
4March 2026
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Chair’s statement
Continued
9 Endeavour Mining plc Annual Report 2025
SUPPORTING EDUCATION AND ACADEMIC EXCELLENCE
Celebrating academic achievement within the company and
localcommunities:
www.endeavourmining.com/news-and-media/stories/back-school-
supporting-education-and-academic-excellence/
4Ps VALUES IN ACTION
Launching our values in action workshops.
PAGE 23
GOVERNANCE
Provision 29 preparation.
PAGE 86
During 2025, we continued to deliver on all of
ourkey strategic objectives. Operationally, we
safelyachieved our production and cost guidance,
extending our track record of achieving or beating
ourguidance in 12 years out of the last13.
Coupled with record high gold prices, this
performance translated into record free cash flow,
allowing us to materially reduce net and gross debt
and strengthen our balance sheet. This positioned
us to increase our investments into future growth
and increase our returns to shareholders,
allthisyear.
Operational delivery
Our operations delivered another year of consistently
strong performance. We produced 1,209koz at
$1,433/oz of AISC, achieving the top half of our
Group production guidance and meeting cost
guidance, after adjusting for higher royalty rates
driven from elevated gold prices, reflecting the
professionalism and dedication of our teams across
our five producing assets.
This performance was underpinned by continuous
improvement initiatives that enhanced plant and
mine performance and productivity. Optimisation
efforts across the portfolio, from plant recoveries
tofleet utilisation, improved performance this year
and for the long term.
In 2026, we expect to produce between 1,090 to
1,265koz at AISC of $1,600 to 1,800/oz reflecting
increased gold prices, royalties and stripping-related
sustaining capital at Houndé and Lafigué.
The development of our next cornerstone mine at
Assafou remains a strategic priority. Assafou will be
a key contributor to our goal of reaching 1.5Moz of
production by 2030, while also enhancing the quality
and diversity of our portfolio. This growth is
underpinned by an ambitious new exploration
programme designed to deliver value well into the
next decade.
Financial discipline and shareholder returns
Operational delivery translated into another year of
strong financial performance. Our portfolio generated
robust free cash flow of $1.2 billion.
We continued to reduce debt, closing 2025 with net
debt/adjusted EBITDA leverage ratio at 0.07x, which
was well below our target leverage ratio of <0.5x.
This deleveraging further enhances our financial
flexibility and underpins our ability to invest in
organic growth opportunities without compromising
shareholder returns.
We paid record returns to our shareholders,
delivering $435 million in total shareholder returns
reaching an all-time high through both record
$350million dividends and $85 million of share
buybacks, further cementing our position as one
ofthe highest yielding companies in the sector.
These returns were underpinned by our robust
balance sheet, which supports performance through
commodity cycles and disciplined investment in
value-accretive opportunities.
Our capital allocation philosophy remains
unchanged: balance investment in growth with
delivering sector-leading shareholder returns,
alwaysfocused on value creation. Earlier this year,
we announced that we will significantly increase
minimum shareholder returns over the 2026 to
2028 period, as we simultaneously build Assafou,
returning at least $1.0 billion at a gold price of
$3,000 per ounce, which has the potential to more
than double at prevailing gold prices through
increased supplemental returns.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Chief Executive’s statement
10 Endeavour Mining plc Annual Report 2025
Our strategic focus remains clear:
optimise our assets, maximise free
cashflow and invest in disciplined,
value-accretive growth. We enter
2026from aposition of strength.
The gold price environment provides
opportunity, and our operating discipline
ensures we will deploy capital wisely
tocreate lasting value.
Ian Cockerill
Chief Executive Officer
2025 STATISTICS
12 years
Long-term guidance
Meeting or beating guidance in the last 13 years
$1.2bn
Free cash flow generated
Record free cash flow generated in 2025
1,209koz
Production
Achieving top half of production guidance
Our next phase of growth
The Pre-feasibility Study (“PFS”), published at the
end of 2024, confirmed the Assafou project’s tier 1
potential as alarge, long-life, low-cost operation that
will anchor our next phase of growth and support our
pathway towards 1.5Moz annual production by
2030.
We expect the Definitive Feasibility Study (“DFS”)
inQ1-2026. The DFS envisages a similar 5.0Mtpa
capacity to the PFS but will incorporate optimisations
to offer flexibility in the ramp-up and optionality
toexpand capacity as we incorporate additional
resources we expect to discover through our
ongoingexploration.
We published our updated reserves and resources
atAssafou reflecting improvements at the deposit,
as well as maiden resources at the first of many
satellite targets in close proximity to Assafou which
could materially improve the profile and extend mine
life at Assafou.
The progress we have made positioning the Group
for its next phase of growth reflects not only strong
execution from management, but also the continued
guidance and strategic stewardship of our Board and
Chair. Their support ensures we pursue growth with
discipline, maintaining our focus on asset quality,
returns and sustainability.
Unlocking exploration value
Looking ahead, we launched an ambitious new
exploration strategy targeting 12–15Moz of new
resources by 2030 under the leadership of Sonia
Scarselli, EVP Exploration. The programme balances
near-mine extensions (6–9Moz) with greenfield
discovery (6Moz), targeting two to three new tier 1
discoveries. We are deploying advanced targeting
frameworks, including AI-enabled tools, to identify
and prioritise high-potential targets.
We are also selectively evaluating opportunities
beyond West Africa, in under-explored, highly
prospective jurisdictions that meet our strict
investment criteria of assets with a resource
over3Moz, +1.5 grams per tonne and over 10years
of mine life visibility. Our partnership-style joint
venture with East Star Resources in
Kazakhstandemonstrates the disciplined, low-risk
and low-cost approach that will serve as a model
forfuture opportunities.
Investing in our people
Our people lie at the heart of our success
andtheirsafety is our utmost priority. In 2025,
weagaindelivered a low LTIFR 0.07 reflecting
ourcommitment to protecting every member of our
workforce and raising standards across the industry.
Beyond our strong commitment to safety, we
continue to invest in our people to ensure that our
teams thrive in an increasingly digital and complex
mining environment. A prime example was the
launch of the Group Blasting Engineers Training.
Thisintensive programme equips our junior
engineers with the advanced technical skills
necessary to master a critical stage of our
production chain. Enhancing blasting precision
improves extraction quality, site safety and
transportefficiency.
ESG leadership and long-term legacy
Endeavour continues to be recognised as a sector
leader in ESG. In 2025, we were ranked the top gold
producer globally by Sustainalytics for the second
year in a row, consolidating our position as one of
the leading responsible operators in the industry.
Weare also proud that Sustainalytics recognised
Endeavour as a low-carbon leader due to our
steadfast commitment to achieving a 30% reduction
in carbon emissions by 2030, a goal significantly
supported by our key solar project investment
inSenegal.
As we approach the conclusion of our 2021–2025
ESG Strategy, we are defining our next phase of ESG
priorities for 2026 and beyond, ensuring our strategy
evolves in step with stakeholder expectations and
global best practices.
Our focus remains on creating tangible social value
to people and society. Endeavour’s operations
generate significant economic contributions through
taxes, royalties, local procurement, and community
investment. Our Local Content Accelerator
Programme supports small and medium-sized
enterprises in building capacity and competitiveness,
ensuring that more economic value stays within
localeconomies.
In partnership with local authorities and development
organisations, we delivered impactful projects in
education, healthcare and infrastructure.
Our efforts last year were recognised by a range of
stakeholders. For example, in Senegal, the Salon
International des Mines awarded Endeavour the title
of Mining Company of the Year. Our Ity mine in Côte
d’Ivoire was granted the Award for Excellence in
Operational Risk Management, reflecting the respect
we have earned as a partner of choice and the
dedication of our people. And, in Burkina Faso we
were awarded for our commitment to local content.
Maintaining discipline and momentum
Our strategic focus remains clear: maintain and
improve our high quality assets to continue delivering
operational excellence in order to maximise free
cash flow, maintain a healthy balance sheet so that
we can deliver both sector leading organic growth
and sector-leading shareholder returns.
We enter 2026 from a position of strength. The gold
price environment provides opportunity, and our
discipline ensures we deploy capital wisely to create
lasting value. We are exceptionally well positioned
for the next phase of growth and to meet our long-
term ambitions.
I would like to take this opportunity to recognise
andthank Morgan Carroll for his long-serving tenure
at Endeavour. Since 2011, Morgan played an
instrumental role, leading our corporate finance
andlegal functions through a period of significant
company growth, and most recently serving
effectively as our Chief Commercial Officer.
WewishMorgan the very best in his next chapter.
This year’s achievements are a tribute to the
extraordinary people who make up Endeavour
Mining– our employees, contractors and partners.
Iam deeply grateful for their commitment,
professionalism, and resilience. Further thanks to
our Board and Chair for their significant support and
guidance. I also want to thank you, our shareholders,
for your continued trust, and our host governments
and communities for their partnership.
Ian Cockerill
Chief Executive Officer
4March 2026
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Chief Executive’s statement
Continued
11 Endeavour Mining plc Annual Report 2025
MARKET OVERVIEW
Driving resilience amidst market trends
PAGE 13
OUR ESG STRATEGY
Partners in creating a sustainable future
PAGE 18
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Business model
12 Endeavour Mining plc Annual Report 2025
Our unique strengths and
differentiators drive value at every
stage of our life cycle and secure
long-term sustainability
NATURAL RESOURCES
We use energy, fuel, reagents and water to
operate our mines; managing these resources
responsibly and efficiently is central to minimising
our environmental footprint.
OUR INSIGHT AND EXPERTISE
We leverage our best-in-class technical expertise
to optimise operations, manage risks effectively,
and identify the best opportunities for value
creation across our value chain.
OUR INFRASTRUCTURE
We rely on large fleets of equipment, cutting-edge
technologies, and operational synergies to drive
operational excellence and growth across our
portfolio.
OUR PEOPLE AND CULTURE
We have a strong people-focused culture that
fosters a safe working environment, and drives
strategic investment to ensure our people have
the right skills to match our ambitions.
OUR STAKEHOLDER PARTNERSHIPS
We have built strong partnerships with our host
countries and communities, our suppliers, our
contractors and other partners with a united
mission to create shared value.
OUR FINANCIAL STRENGTH
By maintaining a healthy financial position we
canfund growth through the cycles and maintain
operational resilience while delivering significant
value to shareholders and host countries.
WHY INVEST IN ENDEAVOUR
Our strengths come together to deliver long-term value for
shareholders
PAGE 6
We partner across our life cycle to embed sustainability and build resilient
communities by equipping people with the skills and knowledge they need.
Exploration
Design and
development
Construction
Production
End-of-life asset
management
Our new 2026-2030 exploration strategy:
www.endeavourmining.com/our-portfolio/
exploration/
Our latest development project, Assafou:
www.endeavourmining.com/our-portfolio/
projects/assafou/
Our approach to building the Lafigué mine:
https://www.youtube.com/watch?
v=d5czdM7qAAw&t=1s
View our portfolio:
www.endeavourmining.com/our-portfolio/
View our approach to mine closure:
www.endeavourmining.com/esg/
environment/closure/
Employees and Unions
Communities
Investors
Suppliers and Contractors
Government and regulatory
$308.5m
$37.4m
$360/oz
86%
5 mines
Paid for salary,
wages and incentives
to employees
Total Social Investment
Produce returned to
shareholders
Spending on in-country
suppliers
Built on time and on budget
inWest Africa over the
lastdecade
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our market
13 Endeavour Mining plc Annual Report 2025
Market trend
Market trend
Market trend
Market trend
Inflationary pressure
Geopolitical factors
Gold markets dynamics
Currency performance
Global inflation in 2025, whilst still elevated, did
begin to ease, averaging 3.6%. Supply-chain
disruptions, trade tensions and continued tight
labour and service markets sustained the upward
cost trajectory. In the West African Economic
Monetary Union, average reported inflation in
2025was lower when compared to2024 in our
host countries, mainly driven by reduced
energyprices.
In 2025, multipolar competition, especially US–
China rivalry, intensified and conflicts in Ukraine
and the Middle East sustained global instability.
InWest Africa, we saw the Burkina Faso and
Côted’Ivoire governments make regulatory
changesaimed at increasing economic shares
ofgovernments or local suppliers.
In 2025, gold prices reached record highs,
drivenby strong investor demand, central bank
purchases, a weaker US dollar, and global
economic and geopolitical uncertainty. Safe-haven
buying via ETFs, coins, and bars remains robust,
and the market expects further upside in 2026.
In 2025, the US dollar weakened sharply, with the
Dollar Index down by 12% as softer US growth and
expected Fed rate cuts pushed investors away from
the currency. Whereas the CFA franc remained
broadly stable, relatively appreciating against the
US dollar, thanks to its euro-pegged structure,
which shields it from major currency volatility.
Endeavour's response
Endeavour is able to moderate inflationary
impactsto the Group’s cost base by leveraging
thesize and synergies of running a regionally
focused asset base. More than 86% of the
Group’sprocurement is in-country, and contracts
are generally long-dated with delivered to site
pricing which limits the effect of higher freight
costsand some inflationary pressures. TheGroup
increasingly relies on grid and solar power to limit
fuel-price volatility, while higher production helps
spread fixed expenses over moreounces.
Endeavour's response
Endeavour maintained stable operations in 2025
despite heightened global geopolitical uncertainty.
In West Africa, the Group proactively engaged
governments and regulators on evolving regulatory
and fiscal frameworks, both directly and through
National Chambers of Mines. This dialogue
supports our key tenets of transparency, regulatory
certainty, and alignment on mining's contribution to
national development. Endeavour's established in-
country presence, strong stakeholder relationships,
and crisis management framework underpin
operational continuity. Sustained investment in
socio-economic development reinforces the
Company's social licence to operate and supports
long-term value creation for all stakeholders across
its five-mine portfolio in West Africa.
Endeavour's response
In keeping our long-term planning prices
conservative, specifically $1,900/oz for Reserves
and $2,100/oz for Resources, we protect our profit
margins against market volatility and avoid over-
extending our costs should the spot price decline.
Endeavour remained largely unhedged to capture
the benefit of strong gold prices in 2025. The
Group's strategy prioritises full spot price
exposure, with selective hedging only during
periods of elevated capital investment or balance
sheet optimisation. In 2025, Endeavour retained
minimal hedging most of which was the tail of its
previous revenue protection programme, reflecting
completion of its growth and deleveraging phase.
As remaining hedges rolled off, realised gold
pricesincreasingly aligned with market prices,
thereby strengthening free cash flow and
shareholder returns.
Endeavour's response
Endeavour actively manages currency exposure
through disciplined treasury processes. While gold
revenues are US dollar-denominated, approximately
70% of operating costs are in CFA francs, pegged
to the euro. The weaker US dollar in 2025
increased operating costs in dollar terms, partially
offset by favourable cash translation effects.
Thismodestly pressured all-in sustaining costs.
However, proactive treasury management,
conservative planning assumptions, and ongoing
Treasury Management System enhancements
support cost predictability, liquidity management,
and financial resilience in a dynamic
macroeconomic environment.
Our mission is to build a resilient business
andworkas a trusted partner with the ability
toreward shareholders.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our strategy
14 Endeavour Mining plc Annual Report 2025
We achieve this through three
strategic objectives:
1. Maintain a high-quality portfolio
Through our industry-leading operational excellence
and active approach to portfolio management,
combined with a proven ability to create exploration
value and successfully develop projects.
2. Work as a trusted partner
We are committed to doing business in a safe,
ethical, socially and environmentally responsible
manner, building strong and lasting relationships
with our stakeholders.
3. Reward shareholders
Ability to reward shareholders across cycles with
anattractive returns programme.
Investing in our people
Our goal is to ensure we have people
with the right skills to do the right job
across our portfolio, and as such we
prioritise local hiring and training and
development to ensure these skills are
located where the assets are located,
through training, and internal mobility.
Delivering industry-leading
operationalexcellence
Through our commitment to safety,
excellence and synergies underpinned
by experienced management and
trusted relationships.
Unlocking exploration value
In order to unlock long-term value
organically, we build a robust and
diversified pipeline of top-tier projects
driven by an expert exploration team
and proven screening methodology.
Wehave discovered 20.7Moz since
2016 and we are targeting the
discovery of 12-15Moz mineral
resources at <$40/oz discovery
costby 2030.
Actively managing our portfolio
By optimising our portfolio to
comprisehigh-quality, large, low-cost
and long mine life assets, we maintain
a diversified asset base, capable
ofgenerating strong cash flow to
reinvest in growth and deliver
shareholder returns.
Progress 2025
We launched the LeadHer programme
with 15 participants to strengthen
leadership skills. At year-end, 40% of
our General Managers were nationals
and 11% of our senior management
were West African.
Progress 2025
We achieved a 0.07 LTIFR and
production of 1,209koz at AISC
of$1,433/oz. By prioritising
operational reliability alongside
optimisations at our existing assets,
we ensured consistent performance
that maximised free cash flow,
strengthened our balance sheet,
anddelivered enhanced returns
toourshareholders.
Progress 2025
Following the 2021 Assafou discovery,
we advanced the DFS for publication in
early 2026. The study defines a large,
low-cost, tier 1 asset with a 329koz
annual output. While similar to the
PFS, the optimised Definitive Feasibility
Study provides ramp-up flexibility and
expansion optionality to incorporate
future discoveries from our ongoing
exploration programme.
Progress 2025
Thanks to our strong project
construction track record and our
active portfolio management, we now
have over 10 years of production
visibility from operating assets.
40%
of our General Managers
werenationals
1,209koz
production at AISC of $1,433/oz
329koz
projected annual production published
in Assafou Pre-feasibility Study
>10 years
of production visibility from
operatingassets
Priorities going forward
In response to positive feedback
onour management development
programmes, we are introducing a new
executive programme focused on
enhancing leadership competencies
in2026.
Priorities going forward
We have made great progress
toimplement operational
optimisations across our assets
and this will continue into 2026 to
maximise free cash flow, maintain
astrong balance sheet and deliver
enhanced returns for our shareholders.
In 2026, the Group will aim to achieve
production within the range of
1,090koz to 1,265koz of gold at
anAISC of $1,600 to $1,800/oz.
Priorities going forward
Our 2026-2030 exploration strategy
aims to extend mine lives beyond
a 10-year target, through the targeted
discovery of 6-9Moz of brownfield
mineral resources. Greenfield
exploration targets the discovery of
6Moz of mineral resources, including
up to three new greenfield projects
within West Africa, as well as in highly
prospective, immature tier 1 gold
provinces outside the region.
Priorities going forward
Going forward, we will continue to
focus on large, low-cost, long-life
assets with high margin ounces.
Bytaking an active approach to
portfolio management and vigorously
screening projects, with specific
returns hurdle rates, we aim to
maintain a diversified, high-quality
group of assets.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our strategy
Continued
15 Endeavour Mining plc Annual Report 2025
Maintain a high-quality portfolio
OPERATIONAL KPIs
Gold production
1,209koz
1,209
1,103
1,072
AISC
$1,433/oz
1,433
1,218
967
849
Reserves
16.6Moz
16.6
18.4
13.9
15.2
Resources
25.0Moz
25.0
26.1
26.7
25.3
2025
2024
2023
2022
2025
2024
2023
2022
2025
2024
2023
2022
2025
2024
2023
2022
1,161
l
KPI links to Remuneration
Empowering communities
In partnership with our host
communities and expert organisations,
we invest heavily in community
development and impactful social
programmes to provide community
members with the skills and resources
required to flourish and build resilient
and self-sustaining futures.
Boosting local economies
We recognise the importance of being
part of a responsible, ethical and
sustainable supply chain. As part of
this, we prioritise in-country suppliers
of goods and services, and supporting
domestic manufacturing and supply
chains, we create indirect jobs and
strengthen the economies of our host
countries and communities.
Protecting the environment
We actively take steps to manage,
mitigate and minimise the
environmental impacts of our
operations. Our priorities include
include tackling climate change, water
stewardship, responsible tailings
management, biodiversity conservation
and reducing plastic waste, a material
issue in our host countries.
Promoting ethical business practices
We conduct business with honesty and
integrity, complying with all applicable
laws and regulations, and require
thesame from our suppliers and
contractors. We are committed to
ethical practices and advocate for
transparency in the extractive industry,
including reporting of payments to
hostgovernments.
Progress 2025
In 2025, the Group invested a total
of$37.4 million, $31.6 million in the
Local Mining Development Funds, and
$5.8 million in a wide variety of
projects, covering health, education,
income generating and training
amongst others. This included $1.6
million through the Endeavour
Foundation.
Progress 2025
We partially achieved our 2025 Group-
wide procurement targets, with 86%,
$1.6 billion of total procurement spent
on in-country suppliers, significantly
above target; 31% or $563.8 million
was spent on national-owned
suppliers, just below the target
of35%,and $59.0 million or 3% on
local suppliers, in line with the target.
Progress 2025
The Group’s emissions intensity
decreased by 9% to 0.57 tCO
2
e/oz,
exceeding our 2025 target of 0.60
tCO
2
e/oz. We progressed our efforts
todrive emissions reductions across
our value chain, engaging +40% of our
tier 1 suppliers on decarbonisation
initiatives during the year, exceeding
our 30%target.
Progress 2025
Endeavour contributed $2.8 billion
tothe economies of its host countries,
including national procurement and
payments to governments, an increase
of 27% over 2024.
$37.4m
2025 total social investments
$1.6b
spent on in-country suppliers
40%
tier 1 suppliers engaged on Scope 3
$2.8b
economic contribution to our
hostcountries
Priorities going forward
In 2026, we will continue our focus on
community health, funding free health
screenings and community malaria
programmes, alongside programmes
supporting education, access to
water,training and local livelihoods,
amongst others.
Priorities going forward
We will continue to execute our local
procurement strategy, including
implementation of one of our flagship
projects, the Local Content Accelerator.
To enhance our risk management
practices as part of proactive
management of potential supply chain
issues, we hope to receive ISO 28000
certification in 2026. We will continue
to strengthen our relationships with our
contractors to optimise performance.
Priorities going forward
To support our 30% reduction target
inemissions intensity by 2030, our
target for 2026 is 0.58 tCO
2
-e/oz.
Wewill also continue our Sustainable
Suppliers Programme and aim to
engage with more than 50% of our
tier1 suppliers. Please refer to our
TCFD disclosures on page 46.
Priorities going forward
In 2026, we will continue with our
alignment to the Global Reporting
Initiative Disclosure 207 and we plan
to publish our fifth Tax and Economic
Contribution Report during the first half
of2026.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our strategy
Continued
16 Endeavour Mining plc Annual Report 2025
Work as a trusted partner
SUSTAINABILITY KPIs
TRIFR
0.99
GHG emissions
0.57tC0
2
e/oz
In-country procurement spend (ops)
86%
Community investments
$5.8m
5.8
7.1
4.0
7.1
2025
2024
2023
2022
2025
2024
2023
2022
2025
2024
2023
2022
2025
2024
2023
2022
0.99
0.73
0.89
0.87
0.57
0.59
0.59
0.63
86
83
81
81
l
KPI links to Remuneration
Managing our balance sheet prudently
We prioritise healthy liquidity by
managing the Group assets, liabilities
and equity to maintain stability and
minimise risks. This includes well-
considered decisions around debt
structure and the future financial
needs of the Group to support long-
term growth.
Competing for capital on a returns
basis
Endeavour’s resilient business model
supports a prudent capital allocation
model, with internal projects prioritised
based on their expected returns, and
acorporate development team that
seeks external opportunities that
enhance our capital returns profile.
Optimising free cash flow
The Group seeks to maximise free
cash flow by maximising operating
cash flows through the optimisation
ofproduction, cost management,
working capital flows and realised price
while applying a disciplined capital
management process in order to
efficiently manage investing
cashflows.
Maintaining attractive shareholder
return proposition
Underpinned by a resilient business
model, disciplined capital allocation
anda strong competitive advantage
inWest Africa, we are able to reward
shareholders across cycles through
acombination of dividend payouts
withminimum levels provided and
supplemental payouts where appropriate,
in addition to share buybacks.
Progress 2025
Leverage reduced year ending 2025
toa net debt/adjusted EBITDA of
0.07x and available liquidity increased
to $1.2 billion comprising cash of
$453.3 million and undrawn RCF
of$700.0 million. The Group also
announced a new $500 million senior
note programme during the year to
refinance the previous programme.
Progress 2025
The Group returned 46% on capital
employed in 2025 supported by record
revenues compared to 18% in 2024.
During 2025, the Group progressed
the Assafou DFS totalling $32.4 million
incurred as part of growth capital.
Progress 2025
The Group in 2025 generated free
cash flow of $1,155.9 million
compared to $313.3 million generated
in 2024 as our solid operating
production base and disciplined capital
approach allowed us to take benefit of
the gold price environment.
Progress 2025
We exceeded our minimum dividend
commitment for 2025, supplemented
by an additional payout and share
buybacks making a total return of
$435 million including the H2-2025
interim dividend. A total of $1.6 billion
has now been returned to shareholders
since 2021.
0.07x
Net debt/adjusted EBITDA leverage
ratio in 2025
20%
ROCE hurdle rate requirement
$4.77
per share free cash flow generated in
2025
$210m
returned in excess of minimum
dividend relative to 2025
Priorities going forward
Anticipating the investment in growth
capital required at Assafou, the Group
targets a healthy balance sheet
position with a leverage ratio around
0.50x net debt/adjusted EBITDA. Net
debt/adjusted EBITDA is an Alternative
Performance Measure (non-GAAP
measure) reconciled on pages 178
to182.
Priorities going forward
Considering the potential Assafou
investment, the Group will continue to
work towards a 20% Return on Capital
Employed (“ROCE”) target assuming
conservative gold price assumptions
as part of a robust capital allocation
discipline. ROCE is an Alternative
Performance Measure (non-GAAP
measure) reconciled on page 178
to182.
Priorities going forward
With another year of strong guided
production and having settled all
hedges, the Group is well positioned to
continue to generate strong free cash
flow while entering its next investment
phase as Assafou construction
activities are planned to commence
during 2026.
Priorities going forward
Endeavour will prioritise delivering
sector leading organic growth and
shareholder returns over the 2026–
2028 period and expects to return
aminimum dividend of approximately
$1.0 billion to shareholders, provided
the prevailing realised gold price for
the dividend period is at or above
$3,000/oz and below leverage target
of 0.5x.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our strategy
Continued
17 Endeavour Mining plc Annual Report 2025
Reward shareholders
FINANCIAL KPIs
Net debt
$157.5m
Return on capital employed
46%
Free cash flow
$1,155.9m
Shareholder returns
$435.3m
2025
2024
2023
2022
2025
2024
2023
2022
2025
2024
2023
2022
2025
2024
2023
2022
555.0
(121.1)
731.6
157.5
46%
18%
15%
16%
1,155.9
313.3
(174.3)
495.7
435.3
277.0
266.0
299.0
l
KPI links to Remuneration
Meaningful social and economic impact
Strengthening local economies continues to be
ourmost significant contribution. As the largest
goldproducer and major private-sector employer
inWestAfrica, our workforce (including contractors)
is95% West African nationals.
Over the past five years, we have generated close to
$12billion in economic value for our host countries
through payments to government, salaries and social
investments. Our local procurement strategy further
accelerates regional growth, with more than 80%
ofour procurement budget spent in West Africa,
supporting approximately 1,200 suppliers through
access to finance and capacity building.
Our success is built on the talent and dedication
ofour people. We sustain this by prioritising a strong
safety culture and offering career development
opportunities ensure our teams remain motivated
andequipped to drive the business forward.
Our Foundation plays a pivotal role in amplifying our
social impact. For example, our education initiatives
are supporting girls to continue their primary and
secondary education, launching young careers through
vocational programmes and our 'Elites de Demain'
university scholarships, as well as empowering adults
through literacy and financial training.
Our malaria campaigns and health caravans are
helping to improve community healthcare by providing
free health screenings alongside vital education on
preventable illnesses. Furthermore, through our
agricultural income generating activities, we are
building resilience, helping local farmers increase
yields and secure sustainable livelihoods that will
endure long after our operations cease.
Diligent environmental stewardship
Effective environmental management safeguards
ouroperations, strengthens community trust, and
underpins Endeavour’s long-term success. We have
made considerable progress in our decarbonisation
strategy and are on track to achieve a 30% reduction
in emissions intensity (Scope 1 and 2) by 2030.
We are working with local experts to protect nature.
Our flagship animal protection project for the West
African Chimpanzee in Senegal now serves as
amodel for future species-protection work across
oursites. We have protected over 3,600 hectares
through reforestation activities, helping to combat
desertification and land degradation. We have also
taken decisive action on plastic waste, a scourge in
our host communities, including a ban on single-use
plastic water bottles at our sites and funding
community waste recycling initiatives.
Promoting ethical sourcing
As a member of the SMO initiative, we are proud
toprovide fully traceable, responsibly sourced gold,
supporting ethical practices throughout the supply
chain. With growing adoption among jewellers across
Europe and the United States and the launch of the
SMO Exchange Trade Commodity (ETC) in 2024, we
are expanding transparency for both consumers and
investors. The creation of the SMO Foundation marks
an important step in scaling our partnership and we
look forward to advancing our collaborative social
projects, starting with a community health programme
in Senegal.
The path to Phase 2
Our commitment to continuous improvement means
recognising where we can do more. Our Phase 2
strategy (2026-2030) will focus on balancing
immediate social benefits with long-term resilience,
supported by clear 5-year targets to ensure
measuredimpact.
We maintain our strong commitment to ESG
transparency through comprehensive public reporting,
which continues to earn external recognition. We have
maintained top-tier MSCI and Sustainalytics ratings,
positioning us among the leading companies within
our sector and across industries.
As we move into Phase 2, our focus remains clear:to
build on our achievements, deepen ourpartnerships,
and create a positive legacy ofresilient communities,
thriving ecosystems, andshared prosperity for all
ourstakeholders.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Partners in creating a sustainable future
18 Endeavour Mining plc Annual Report 2025
As we conclude Phase 1 of our ESG strategy
(2021–2025), we are proud of the significant
progress Endeavour has made in delivering
meaningful, shared value to a wide range
ofstakeholders through responsible mining.
We aim to build on these successes as
wemove into Phase 2, reflect on the lessons
wehave learnt, and increase stakeholder
collaboration for even greater impact across
ourkey priorities.
Djaria Traore
EVP Operations and ESG
Impact of our 5-year ESG Phase 1 strategy
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Partners in creating a sustainable future
Continued
19 Endeavour Mining plc Annual Report 2025
Our people
Key achievements
Industry-leading safety
Our Zero Harm safety target, underpinned
bynumerous innovative initiatives including
ourmine rescue approach, has resulted in
Endeavour’s safety performance consistently
tracking positively against industry benchmarks.
Fighting malaria incidence rate
Our sustained efforts to fight malaria have
resulted in a dramatic 73% reduction in malaria
cases across our operations.
Diversity
We are proud that our diversity initiatives have
increased female representation, which now
stands at 12% (representing a 32% increase
since 2021).
5-Year Highlights
ISO
Received ISO
certification for 45001
and 140001
73%
Decrease in malaria
cases since 2021
30%
increase in women
inmanagement roles
since 2021
2,694
internships offered
toyoung people to
support their careers
SUSTAINABILITY REPORT
Read more about our people and ISO certification
PAGES 25-37
Our communities
Key achievements
Local procurement
Our procurement from in-country suppliers
hasremained at or above 80% over the past
five years, representing a spend of $6.6 billion,
supporting a wide range ofnational and local
suppliers, including women-led enterprises.
Social investment
Through our voluntary social investments and
contributions to the Local Mining Development
Funds, we have invested $124.6 million to
support economic development in our host
communities over the past five years.
5-Year Highlights
$125m
total social investment
$6.6b
spent on in-country
suppliers
SUSTAINABILITY REPORT
Read more about our communities
PAGES 38-51
Our environment
Key achievements
Tackling climate change
We are on track to meet our 2030 target.
Weachieved a 9% reduction in emissions
intensity for our existing portfolio of mines,
excluding growth projects, since 2022, our
baseline year.
Biodiversity stewardship
Our conservation, reforestation and land
restoration initiatives ensured 3,642 hectares
have been protected.
Eliminating plastic waste
We successfully reduced single-use plastic
waterbottles at our sites by 99% compared
toour 2022 baseline.
5-Year Highlights
27%
reduction in absolute
emissions excluding
growth projects
3,642ha
of land protected and
restored
9%
reduction in emissions
intensity excluding
growth projects
99%
reduction in single-use
plastic water bottles at
our sites and offices
SUSTAINABILITY REPORT
Read more about our environmental stewardship
PAGES 52-83
SUSTAINABILITY REPORT
Read more about our ethical conduct
PAGES 84-91
Ethical business
Key achievements
Responsible conduct
We successfully implemented the Responsible
Gold Mining Principles (“RGMPs”) across our
business, with no non-conformities identified.
Product stewardship
We are proud to be members of the SMO
initiative, which offers fully traceable and
responsibly sourced gold to downstream users.
ESG external ratings
Our ESG disclosures and initiatives received
external recognition from independent
ratingsagencies.
5-Year Highlights
SMO
Member with two
member mines, Ity and
Sabodala-Massawa
RGMP
compliance at our
existing mines, GAP
completed at Lafigué
2025 ESG strategy overview continued
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Partners in creating a sustainable future
Continued
20 Endeavour Mining plc Annual Report 2025
Our people
Our people drive our success. We value safety,
well-being, fair, respectful treatment and productivity,
all shaping our Company’s performance.
Our communities
Trust, built through respectful engagement and
shared value, is essential. We foster local prosperity
by creating jobs, supporting businesses, and driving
socio-economic growth.
Key achievements in 2025
Safety performance
Endeavour reported a reduction in our LTIFR to 0.07 (2024: 0.13)
in2025. Our TRIFR increased to 0.99 for 2025 (2024: 0.73), above
our target of 0.70, although it continues to outperform industry
benchmarks. Key initiatives during the year included effective safety
leadership, prevention of hand injuries, and fatigue and hazardous
materials management.
Reduction in malaria incidence rate
Our malaria control plan provides an integrated framework to
prevent, control and treat malaria across our sites and surrounding
communities. In 2025, we saw a considerable decrease in malaria
amongst our workforce, reporting a 70% reduction in cases to 891
compared to 2024, and a 73% reduction in malaria incidence rate
to50 cases per 1,000 employees.
Developing female talent
As at the end of 2025, female employee representation remained at
12% (2024: 12%), with the highest representation at corporate level
with 30%, followed by our Lafigué mine with 20%. Female employees
in both management and technical/supervisory roles were 14%.
Atthe senior level, women accounted for 33% of Executives, 35%
ofdirect reports to Executives and 44% of our Board.
Under our ‘Women at Endeavour’ initiative, we launched LeadHER,
aleadership programme to strengthen our operational talent
pipeline. The first cohort of 15 women will learn to master practical,
proven tools and cultivate strong strategic thinking that enables
confident, well-informed decision-making, resilience, and influential
leadership. Through masterclasses, executive coaching, and global
networking, LeadHER will help empower our high-potential female
leaders to navigate demanding environments with confidence and
drive strategic organisational growth.
Key achievements in 2025
Community engagement
During the year, we held a number of meetings and awareness
campaigns with our local stakeholders. These included awareness
campaigns regarding our cyanide management process – reaching
1,201 participants – as well as our grievance mechanism (refer to
page 23). Additionally, tailings emergency exercises were held at
ourIty and Mana mines.
Community health
In 2025, we held our second community health caravan, which
offered free health screening and treatment to 5,472 women and
children. We continued to make significant progress with our
Community Malaria Programme at our Ity mine, which has a high rate
of malaria. In partnership with the local health authorities, and local
community ambassadors, our programme has contributed to a27%
decrease in the community malaria incidence rate since 2022.
Highlights
0
fatalities
3
Lost Time Injuries
73%
decrease in malaria
incidence rate compared
to2024
Highlights
2,321
consultations with community
stakeholders
2,875
people participated in our
grievance awareness
campaign
5,472
women and children received
free health screening
27%
reduction in community
malaria incidence rate around
our Ity mine
2025 ESG strategy overview continued
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Partners in creating a sustainable future
Continued
21 Endeavour Mining plc Annual Report 2025
Our environment
At Endeavour, we know that being responsible
stewards of the environment is critical to our
long-term success.
Ethical business
Our ethical business practices are founded on
astrong commitment to responsible governance,
ensuring transparency and accountability.
Key achievements in 2025
Water stewardship
In 2025, we achieved a 68% group average water recycling rate,
anincrease compared to 60% in 2024. Although we did not meet
our annual target, we continue to make steady progress and remain
focused on further improvements. For 2026, we will maintain our
water recycle target of 70% Group average, and we will conduct
agap assessment for water reporting against the Task Force on
Nature-Related Financial Disclosures (TNFD) – refer to pages 61 to
83 inour 2025 Sustainability Report.
Biodiversity conservation
We successfully protected 997 hectares and rehabilitated
159hectares in 2025, exceeding our annual targets of 540 and
150 hectares respectively. In 2026, we aim to protect more than
200 hectares and rehabilitate 150 hectares.
Eliminating plastic waste
Following a 2022 commitment to eliminate single-use plastic water
bottles, we have successfully achieved a 99% reduction at our
existing operations compared to our baseline. At our most recent
mine, Lafigué, we achieved a 78% reduction, exceeding our 60%
target, as well as eliminating plastic water sachets at our remaining
sites, Mana, Houndé and Lafigué. Beyond our operations we are
partnering with local entrepreneurs to build sustainable recycling
infrastructure. InCôte d’Ivoire, near our Ity mine, we commissioned
a new plastic sorting and compaction centre that will have the
capacity to recycle 265 tonnes of plastic waste annually.
In 2026, we will start a waste management standardisation
programme to identify opportunities to reduce, recycle and reuse
non-hazardous waste generated on site.
Key achievements in 2025
Modern slavery supplier self-certification
This year, we strengthened our Modern Slavery mitigation measures
through the introduction of a Supplier Self-Certification process.
Weintend to commence modern slavery risk assessments and site
observations in 2026.
Audit of anti-bribery/corruption procedures
In 2025, our Internal Audit department conducted a review of our
anti-bribery and anti-corruption procedures and confirmed that the
controls in place remain effective in mitigating associated risks.
There were no substantiated reports of bribery, corruption, human
rights violations or modern slavery at Endeavour. Two instances of
minor fraud were detected through our internal control processes
and were promptly investigated and the two individuals involved
weresubject to disciplinary actions.
Employee compliance day
To promote awareness and adherence to our policies, procedures
and standards, we launched ‘Employee Compliance Day’. The
initiative significantly increased the visibility of our Compliance
Champions – located at all sites and offices – and reinforced their
role as key points of contact for compliance guidance and support.
Highlights
0
There were no substantiated
reports of bribery, corruption,
human rights violations or
modern slavery at Endeavour.
95%
employee completion rate
onCode of Conduct and
Ethics training
VPSHR
Full membership confirmed
in March 2025
Highlights
68%
Group average water recycled
and reused
997ha
land protected and restored
159ha
of land rehabilitated
99%
reduction of single-use
plastic water bottles
compared to 2022 baseline
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Stakeholder engagement
22 Endeavour Mining plc Annual Report 2025
In accordance with the requirements of Section 172 (s.172) of the
Companies Act 2006 (“the Act”), the Board is required to act in good
faith to promote the long-term success of the Company (and its Group)
for the benefit of its shareholders, while having due regard to the
matters set out in s.172(1) of the Companies Act 2006.
A good understanding of our stakeholders enables the Board to factor
inthe potential long-term impact of strategic decisions on our various
stakeholders and therefore the Board takes into account the interests
ofall of its stakeholders when determining the Group’s strategy and
objectives and uses the feedback it gathers in making decisions. The
disclosure in this section and the details outlined on pages 76 and 77
inour Governance report comprises our s.172 statement, setting out
how the Board has, in performing its duties over the course of the year,
hadregard to the matters set out in s.172(1) (a) to (f) of the Act when
performing its duties and forms the Directors’ statement required under
Section 414CZA of the Act.
We have identified seven key stakeholder groups based on their
importance to Endeavour and the influence they have onour
businessoutcomes:
SECTION 172
Read about how the board is engaging
with our stakeholders
PAGE 76
For further information on our 2025
engagement across all our stakeholders,
please view our 2025 Sustainability Report
Through our stakeholder engagement,
weproactively work to maintain our social
licence to operate.
In this year’s report we spotlight three specific
engagements from 2025 to demonstrate our
strategic approach, the actions taken, and the
resulting outcomes.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Stakeholder engagement
Continued
23 Endeavour Mining plc Annual Report 2025
Stakeholder:
Our employees
and our values
Why they are important
Our people are key to our success. Effective employee engagement
drives collaboration, enhances culture, boosts satisfaction,
promotes safer practices, and improves productivity and
performance.
Key 2025 engagement
Building on the insights from our 2024 Endeavour Voices survey,
welaunched the ‘4Ps Values in Action’ workshop series this year.
This initiative invited 515 employees from across the Group’s
offices and sites to translate our cultural pillars (Performers,
Proactive, Pioneer and Partners) into tangible daily behaviours.
Together, the participants identified 590 behaviours, which are
nowpublished in an accessible Group-wide handbook.
Board engagement
As well as engaging with employees on site visits and as part of the
regular meeting cycle, our Board has nominated Cathia Lawson-Hall
as its Employee Engagement Director to provide a channel directly
to the Board via which employees on site can give feedback and
communicate their areas of interest.
Outcomes and outlook
– Integrated 4Ps into our performance review process, My Path,
toensure our values remain central to the way we work.
– In 2026, we are planning to roll out a 4P ambassadors
networkacross our sites and offices to communicate the newly
defined values, particularly to new hires, and further drive
employee engagement.
BOARD ENGAGEMENT OUTCOMES
Understanding our stakeholder enables long-term decision-making
PAGES 76-77
BOARD EMPLOYEE ENGAGEMENT
We engage directly with our workforce through site visits and at our offices
See online: www.endeavourmining.com/about-us/our-purpose/
Stakeholder:
Our suppliers in
West Africa
Why they are important
We prioritise working with local suppliers and consider them critical
partners in driving operational excellence across our organisation.
We also recognise the opportunity that we have to be a leader in
local procurement and to support local economies.
Key 2025 engagement
In 2025, we launched the Local Content Accelerator programme
across West Africa with strategic partner, the ECOWAS Federation
of Chambers of Mines (“EFEDCOM”) to strengthen the regional
mining supply chain. The programme aims to build local supplier
competitiveness, improves access to finance and risk management,
and aligns sector-wide local strategy. Forty-five suppliers completed
capacity-building sessions in key operational areas.
Board engagement
The Board is keenly aware of the role of suppliers in all major
capital projects. In the management of tailings, the Board relies on
the input of established and highly technical contractors to provide
assurance and oversight in respect of the Group’s robust and
effective measures to manage tailings.
Outcomes and outlook
– Established a multi-stakeholder Steering Committee to ensure
strategic alignment among involved parties.
– Developed a comprehensive mapping of local suppliers by
procurement category in Côte d’Ivoire, Senegal and BurkinaFaso.
– Initiated a collaborative review of eligibility criteria to financial
products that are more accessible to local suppliers.
– Identified key areas of convergence between national regulatory
frameworks and laid the groundwork for a structured public-
private dialogue. A first regional roadmap is expected to be
finalised in 2026.
SUSTAINABILITY REPORT
We work closely with our communities to create meaningful value
See online: www.endeavourmining.com/esg/esg-reporting/
Stakeholder:
Our communities
Why they are important
Our host communities are key partners whose broad-based support
is essential for the long-term success and sustainability of our
business. An effective grievance mechanism is a vital tool to help
us understand our local impacts while empowering residents to
raise issues directly.
Key 2025 engagement
In response to the 2024 independent audit of our grievance
procedures, we launched an awareness campaign to ensure a wide
cross-section of our host communities had a better understanding
of how to lodge a grievance and how the process is managed.
Board engagement
The Company continually monitors and affirms its licence to
operate through its stakeholder engagement. The Board integrates
stakeholder feedback into operations and capital investment
decisions to uphold the Company’s licence to operate. Grievances
are tracked and reported to both Executives and the Board.
Outcomes and outlook
– 2,875 people participated in the grievance awareness
campaigns across our five sites.
– Further community feedback gathered recommended that
Endeavour maintains ongoing communication about the
grievance mechanism.
– Updated displays of the grievance mechanism on information
boards in all the villages directly and indirectly impacted.
Record malaria
reduction through
collaborative action
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
24 Endeavour Mining plc Annual Report 2025
Read more about how we are combating the malaria risk with
localauthorities
www.endeavourmining.com/news-and-media/stories/malaria-
control-year-progress-and-partnership/
Making a tangible
contribution tomalaria
control efforts for
employees and host
communities in
WestAfrica.
What we are doing
We’ve implemented integrated, site-specific
malaria programmes combining prevention,
vector control, earlydiagnosis, treatment,
andcommunity engagement in partnership
withlocal health authorities.
Why we are doing it
Malaria is one of the most significant health
risks toouremployees and local communities –
and it ispreventable.
The outcome
– 77% reduction in malaria cases among
employees since 2021, with a record
70%reduction in cases for 2025 alone
andvisiblebehavioural change.
– Significant declines in malaria incidence
inlocal communities, including more than
75% reduction inhigh-intervention areas
nearour Ity mine.
– Scaled, community-led programmes reaching
thousands of households, strengthening
localsurveillance, awareness, and long-term
disease prevention.
SENEGAL
Sabodala-Massawa
In 2025, Sabodala-Massawa reached the
top of production guidance and in line with
AISC guidance. After recently undergoing
an expansion with the BIOX process
plant,Sabodala-Massawa is expected to
maintain production for the coming years.
Facts
– Acquired by Endeavour in 2021 from
TerangaGold
– Located approximately 650km from Dakar
– Increased operational flexibility with 4.3Mtpa
CILprocessing plant and 1.2Mtpa BIOX plant,
designed to process high-grade refractory ore
2025 Production
2025 AISC
1
274koz
$1,248/oz
2026 Production guidance
2026 AISC
1
guidance
260 – 305koz
$1,350 – $1,550/oz
Exploration
An exploration programme of $15 million is planned for 2026 targeting non-refractory mineralisation to bolster
production, focusing on the near-mine and mid-term targets at Golouma underground, Makana, and Kawsara.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Operating review
25 Endeavour Mining plc Annual Report 2025
In 2025, our overall performance
achieved the top end of our expectations
with total production of 1,209koz at
anAISC of $1,433/oz.
Strong contributions at the Houndé and
Ity mines, in addition to the ramp-up
andfull year benefit of the two projects
commissioned in mid-2024, ensured
wedelivered 10% production growth
on2024.
Unit
31 December
2025
31 December
2024
Operating data
Tonnes ore mined
kt 4,253 5,692
Tonnes milled
kt 5,530 5,061
Average gold grade milled
g/t 1.93 1.89
Recovery rate
% 80.4 76.2
Gold produced
oz 273,533 229,114
Gold sold
oz 273,755 229,881
Financial data
Realised gold price
1,2
$/oz 3,423 2,339
TCC per ounce sold
1
$/oz 1,092 1,044
AISC per ounce sold
1
$/oz
1,248
1,158
Sustaining capital
1
$m 42.5 25.3
Non-sustaining capital
1
$m 35.0 74.0
1. This is an alternative performance measure (Non-GAAP measure). Please refer to Non-GAAP Measures included in the
Additional Information section on pages 178 to 182.
2. Realised gold price is inclusive of the Sabodala-Massawa stream.
OUR PORTFOLIO
See our website
www.endeavourmining.com/our-portfolio/sabodala-massawa-mine/
CÔTED’IVOIRE
Ity
2025 production reached the top half
ofguidance and royalty-adjusted AISC
remained in line with guidance. With the
longest operating history of any gold
minein Côte d’Ivoire, our goal at Ity is
tosustain production above 250koz/year
over a +10-year life of mine.
Facts
– Initially a heap leach operation, Endeavour
commissioned the CIL plant, ahead of schedule
and below budget, in 2019
– Located approximately 480km west-northwest
ofAbidjan
– Maintained over 300koz production since 2022
2025 Production
2025 AISC
1
319koz
$1,197/oz
2026 Production guidance
2026 AISC
1
guidance
285 – 330koz
$1,300 – $1,500/oz
Exploration
An exploration programme of $15 million is planned for 2026 which will focus on resource growth at Grand
Ity and test several brownfield and greenfield targets identified during FY-2025.
Lafigué
2025 production met guidance,
withroyalty-adjusted AISC above the
guided range. Having poured first gold
inQ2-2024, the Lafigué project
demonstrates the Company’s capabilities
to unlock value through exploration by
sourcing projects organically.
Facts
– Located approximately 330km north of Abidjan
– Uses high-pressure grinding rolls within the
crushing circuit to efficiently crush fresh ore with
– First full year of operation plant ran above
nameplate capacity
2025 Production
2025 AISC
187koz
$1,251/oz
2026 Production guidance
2026 AISC
1
guidance
170 – 195koz
$1,600 – $1,800/oz
Exploration
An exploration programme of $10 million is planned for 2026 focused on near-mine Target 1 and Corridor
T4-12 targets, as well as ground geophysics at Target 1, Corridor T4-12 and Central Area.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Operating review
Continued
26 Endeavour Mining plc Annual Report 2025
Unit
31 December
2025
31 December
2024
Operating data
Tonnes ore mined
kt
8,392
7,954
Tonnes milled
kt
7,357
7,122
Average gold grade milled
g/t
1.51
1.64
Recovery rate
%
90.4
91.0
Gold produced
oz
318,659
342,864
Gold sold
oz
321,080
343,809
Financial data
Realised gold price
1
$/oz
3,496
2,398
TCC per ounce sold
1
$/oz 1,095 890
AISC per ounce sold
1
$/oz 1,197 919
Sustaining capital
1
$m
32.8
9.8
Non-sustaining capital
1
$m
23.5
64.6
1. This is an alternative performance measure (Non-GAAP measure). Please refer to Non-GAAP Measures included in the
Additional Information section on pages 178 to 182.
Unit
31 December
2025
31 December
2024
Operating data
Tonnes ore mined
kt
6,063
4,801
Tonnes milled
kt
4,216
1,779
Average gold grade milled
g/t
1.47
1.83
Recovery rate
%
93.4
93.8
Gold produced
oz
187,030
95,660
Gold sold
oz
188,898
90,118
Financial data
Realised gold price
1
$/oz
3,498
2,607
TCC per ounce sold
1
$/oz 1,208 774
AISC per ounce sold
1
$/oz 1,251 844
Sustaining capital
1
$m
8.2
6.0
Non-sustaining capital
1
$m
80.0 12.4
1. This is an alternative performance measure (Non-GAAP measure). Please refer to Non-GAAP Measures included in the
Additional Information section on pages 178 to 182.
OUR PORTFOLIO
See our website
www.endeavourmining.com/our-portfolio/ity-mine/
OUR PORTFOLIO
See our website
www.endeavourmining.com/our-portfolio/lafigue-mine/
BURKINA FASO
Houndé
2025 production reached the top of the
guidance range and royalty-adjusted AISC
outperformed guidance. Our ambition at
Houndé is to sustain production above
250koz/year over a +10-year life of mine.
Facts
– Built by Endeavour and commissioned in 2017
– Increased throughput at CIL from nameplate
of3.8mtpa to over 5mtpa of mainly fresh ore
– Consistent increases in mine life through organic
brownfield exploration programme
2025 Production
2025 AISC
1
257koz
$1,354/oz
2026 Production guidance
2026 AISC
1
guidance
220 – 255koz
$1,800 – $2,000/oz
Exploration
An exploration programme of $10 million has been planned for 2026 focused on Vindaloo Deeps to evaluate
underground extension potential and Kari Deeps to test for mineralisation at depth.
Mana
2025 production met guidance and
royalty-adjusted AISC exceeded the guided
range. Our focus at Mana is to increase
the mine life beyond 10 years, through the
expansion of the underground deposits
and evaluating open pit targets.
Facts
– Acquired as part of the Semafo transaction
in2020
– Transitioned in 2024 to a solely underground
operation with focus on the Siou and
Wonadeposits
2025 Production
2025 AISC
1
173koz
$2,160/oz
2026 Production guidance
2026 AISC
1
guidance
155 – 180koz
$2,000 – $2,250/oz
Exploration
An exploration programme of $5 million has been planned for 2026, focused on extending underground
mineralisation at the Wona Deeps target.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Operating review
Continued
27 Endeavour Mining plc Annual Report 2025
Unit
31 December
2025
31 December
2024
Operating data
Tonnes ore mined – OP
kt
0
185
Tonnes ore mined – UG
kt
2,223
1,975
Tonnes milled
kt
2,247
2,294
Average gold grade milled
g/t
2.85
2.27
Recovery rate
%
85.9
87.0
Gold produced
oz
172,877
147,806
Gold sold
oz
173,499
147,924
Financial data
Realised gold price
1
$/oz
3,518
2,388
TCC per ounce sold
1
$/oz
1,653
1,514
AISC per ounce sold
1
$/oz
2,160
1,740
Sustaining capital
1
$m
88.0
33.5
Non-sustaining capital
1
$m
17.8
58.7
1. This is an alternative performance measure (Non-GAAP measure). Please refer to Non-GAAP Measures included in the
Additional Information section on pages 178 to 182.
Unit
31 December
2025
31 December
2024
Operating data
Tonnes ore mined
kt
5,550
4,662
Tonnes milled
kt
5,130
5,148
Average gold grade milled
g/t
1.79
2.10
Recovery rate
%
86.2
84.0
Gold produced
oz
256,862
287,726
Gold sold
oz
258,921
287,220
Financial data
Realised gold price
1
$/oz
3,408
2,462
TCC per ounce sold
1
$/oz
1,213
1,121
AISC per ounce sold
1
$/oz
1,354
1,294
Sustaining capital
1
$m
36.5
49.5
Non-sustaining capital
1
$m
95.2
9.6
1. This is an alternative performance measure (Non-GAAP measure). Please refer to Non-GAAP Measures included in the
Additional Information section on pages 178 to 182.
OUR PORTFOLIO
See our website
www.endeavourmining.com/our-portfolio/hounde-mine/
OUR PORTFOLIO
See our website
www.endeavourmining.com/our-portfolio/mana-mine/
Driving down Scope 1
emissions from the
ground up
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Operating review
Continued
28 Endeavour Mining plc Annual Report 2025
Tyre management
programme as a lever for
reducing emissions and
operational efficiencies
What we are doing
Our comprehensive Tyre Management
Programme at Houndé utilises specialised
maintenance equipment, real-time monitoring,
and analysis software which reduces the need
for tyrereplacement.
Why we are doing it
By optimising tyre repairs, tread utilisation and
fuel efficiency we optimise fleet performance
and reduce costs associated with replacement
and the associated environmental footprint.
The programme’s outcomes
– Achieved a total reduction of 1.59kt CO
2
e
since 2021, reducing Scope 1 annual
emissions by 0.5%–0.7%.
– Generated $764,000 in total cost avoidance
since 2021.
INNOVATION
Read about how we are using innovation todrive the production
ofcleaner gold
www.endeavourmining.com/news-and-media/stories/
Guy Young
Chief Financial Officer
Endeavour’s exceptional performance in 2025 was underpinned by its strong operational performance which
allowed it to benefit from the record gold price environment, predominantly attributable to global geopolitical
uncertainty and US dollar weakness. Following the completion of our two organic growth projects in 2024,
thefocus in 2025 transitioned to free cash flow generation, supported by prudent risk management and
adisciplined capital allocation approach.
The Group delivered production and AISC within guidance against a challenging cost environment primarily
driven by the impact of the weakening US dollar. Total production from continuing operations of 1,209koz
surpassed the midpoint of the guidance range of 1,110–1,260koz. AISC of $1,433/oz was adversely
affected by royalties and on adjusted guidance assumed gold price basis amounted to $1,305/oz, which
wasat the higher end of the guidance range of $1,150–1,350/oz.
In 2025, we generated free cash flow of $1,155.9 million or $4.77 per share which amounted to an increase
of269% compared to 2024 driven by higher revenues and lower capital expenditure in part offset by the
adverse impact of gold hedges, increased operating cost base and working capital flows primarily associated
with VAT and stockpiles. As at the year end, the RCF was fully undrawn, $1.2 billion in liquidity was available
to the Group and all gold hedges have been settled.
During the year, the Group returned $435.3 million to shareholders relative to 2025 through a combination
ofdividends and share buybacks. The Group announced a H2-2025 interim dividend of the $200.0 million
payable in the second quarter of 2026 which brings total shareholder returns to $1.6 billion since the
launchof the shareholder returns programme in Q1-2021 and which is an 83% increase on the minimum
commitment overthe period. A new shareholder returns programme for the 2026 to 2028 period was
announcedin the first quarter of 2026 which outlined a significant increase in minimum shareholder
dividendcommitments to around $1.0 billion should gold price continue to be at or above $3,000/oz and
leverage ismaintained below 0.5x.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Financial Review
29 Endeavour Mining plc Annual Report 2025
Record free cash flow of $1,156 million
in2025 was underpinned by the Group’s
strong operational performance that
allowed it to benefit from record gold prices
and enabled the return of $435 million
toshareholders relative to 2025.
$1.2b
$4.2b
Free cash flow
Increased by 269% as the focus for 2025
transitioned to free cash flow generation.
Revenue
Increased by 58% driven by record gold
priceenvironment.
$435.3m
Total shareholder return
Comprised total dividends of $350.0 million
relative to 2025 and share buybacks of
$85.3million.
OUR MARKET
Active capital management allows us to respond to external market
factors
PAGE 13
CHIEF EXECUTIVE'S STATEMENT
Continuing operating discipline to ensure we will create lasting value
PAGES 10-11
ALTERNATIVE PERFORMANCE MEASURES
Reconciliation
PAGES 178-182
938
612
662
1,139
883
538
356
235
838
708
2025 2024
0 250 500 750
1,000 1,250
Sabodala-Massawa
Mana
Lafigue
Ity
Hounde
Financial performance
($’millions)
2025
2024 Variance % Variance
Key highlights from income statement
Revenue 4,233.9
2,675.9 1,558.0 58
Cost of sales
(2,140.4)
(1,807.2) (333.2) 18
Earnings from mine operations 2,093.5
868.7 1,224.8 141
Earnings from operations 1,638.5
367.8 1,270.7 345
Earnings before taxes 1,343.3
113.9 1,229.4 1,079
Income tax expense
(454.2)
(348.5) (105.7) 30
Net earnings/(loss) from continuing operations 889.1
(234.6) 1,123.7 479
Key APM highlights
EBITDA
1,2
2,079.1
834.4 1,244.8 149
Adjusted EBITDA
1,2
2,315.6
1,324.6 991.0 75
Adjusted EBITDA margin
1,2
55%
50%
Adjusted net earnings attributable to shareholders
1
781.9
227.3 554.6 244
Adjusted net earnings per share attributable to shareholders
1
3.23
0.93 2.30 247
Production and AISC highlights
Gold Production, koz
1,209
1,103 106 10
Gold Sold, koz
1,216
1,099 117 11
TCC
1
per ounce sold
1,216
1,058 159 15
AISC
1
per ounce sold
1,433
1,218 215 18
Realised gold price
1,3
per ounce sold
3,244
2,349 895 38
Realised gold price on unadjusted revenue
1,3
per ounce sold
3,464
2,418 1,046 43
1. This is a Non-GAAP measure. Refer to the Non-GAAP measure section on pages 178 to 182.
2. EBITDA is defined as earnings before interest, taxes, depreciation and depletion. The basis of calculation for Adjusted
EBITDA is explained in further detail in the Non-GAAP measure section on pages 178 to 182.
3. Realised gold price is inclusive of the impact of the revenue protection programme and the Sabodala-Massawa stream
Revenue
Revenue in 2025 increased by $1,558.0 million or 58% to $4,233.9 million in 2025 from $2,675.9 million
in2024. The increase was driven by the combination of higher gold prices achieved in 2025 underpinned
byrecord spot prices, an impact of $1,272.6 million and increased sales volumes of 117,201 ounces,
animpact of $283.4 million driven by increased overall production volumes.
– Our financial performance benefitted from record gold spot prices during 2025, driven by heightened
globalgeopolitical and economic uncertainty driving safe-haven demand, US dollar weakness, and strong
institutional demand against a backdrop of limited global supply. Our realised gold price on unadjusted
gold revenue prior to the inclusion of hedges amounted to $3,464/oz compared to $2,418/oz in 2024.
– Realised gold prices increased by 38% to $3,244/oz in 2025 from $2,349/oz in 2024, adversely
impacted by our revenue protection programme that realised losses of $268.2 million or $221/oz (2024 –
$75.9 million or $69/oz) included in losses on financial instruments. As at the end of 2025, the Group
had settled all hedge positions. Refer to Non-GAAP measures on page 178 for a full reconciliation.
– Increased sales volumes were driven primarily by new growth projects that both commenced production in
the third quarter of 2024 at Lafigué and Sabodala-Massawa BIOX Expansion. Existing operations reflected
lower production at Houndé and Ity as a result of mine sequencing marked by lower grades, partly offset
byincreased production at Mana.
Revenue year-on-year reconciliation ($’millions)
Revenue contribution comparative between 2024 and 2025 ($’millions)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Financial review
Continued
30 Endeavour Mining plc Annual Report 2025
2,676 2
1,273
382
(99)
4,234
2024 By-product Gold - Price Volume - New
growth
Volume - Existing
2025
2,000
2,500
3,000
3,500
4,000
4,500
5,000
Cost of sales
Cost of sales increased by 18% or $333.2 million to $2,140.4 million in 2025 from $1,807.2 million in
2024 due to higher operating costs attributable to new growth projects, US dollar weakness, and higher
mining volumes at existing mines; increased depreciation and depletion and increased royalties driven by
thehigher revenue base. Significant cost of sales elements include:
($’millions)
2025
2024 Variance % Variance
Operating expenses
(1,179.9)
(1,007.4) (172.5) 17
Supplies and consumables
(398.4)
(278.3) (120.1) 43
Employee compensation
(236.7)
(183.1) (53.6) 29
Contractor costs and overheads
(619.3)
(525.5) (93.8) 18
Energy costs
(257.4)
(254.0) (3.4) 1
Net change in inventories
114.6
60.0 54.6 91
Waste capitalisation
217.3
173.5 43.8 25
Depreciation and depletion
(633.9)
(609.3) (24.6) 4
Royalties
(326.6)
(190.5) (136.1) 71
Cost of sales (2,140.4)
(1,807.2) (333.2) 18
– Operating expenses for 2025 amounted to $1,179.9 million, which represents an increase of 17%
compared to $1,007.4 million in 2024.
– The increase is primarily due to the full year inclusion of operating costs at Lafigué and Sabodala-
Massawa BIOX which both commenced commercial production in the third quarter of 2024 and only
reflected five months of operating costs in 2024;
– Increased mining costs driven by increased volumes mined at Ity, Houndé and Mana;
– The overall adverse impact of the weakened US dollar applied on the translation of West African franc
cost base as the average USD to XOF decreased by 4% from 607 in 2024 to 581 in 2025;
– General inflation reflected in employee costs and general cost overheads;
– The increase in waste capitalisation allocation has primarily been driven by increased waste stripping
activity at Houndé and underground development activity at Mana; and
– Change in inventories reflects the increased stockpiling in particularly at Lafigué, Houndé and Ity driven
by mine sequencing.
– Depreciation increased to $633.9 million in 2025 from $609.3 million in 2024 primarily due to higher
production volumes, additional depreciation associated with completed growth projects and the impact
ofthe depreciable base change following the reserves and resource update at the end of 2024.
– Royalties increased by 71% to $326.6 million in 2025 from $190.5 million in 2024 due to higher revenues
in combination with higher rates applied per gold price adjusted legislative sliding scales as reflected in the
increase of royalties as a percentage of revenue from 7.1% in 2024 to 7.7% in 2025. In Burkina Faso, the
Government imposed an additional 1% royalty for every $500/oz increase in the gold price above $3,000/
oz. During the fourth quarter of 2025, we accepted the 2% incremental royalty increase imposed by the
Government of Côte d’Ivoire at both Lafigué and Ity in respect of 2025 and beyond, without prejudice to
legal protections and in the context of the ongoing negotiations between the industry acting through the
Chamber of Mines and the Government seeking to establish a fair and equitable framework for royalty
payment in a high gold price environment. Due to the exceptional circumstances surrounding the
incremental royalty uplift, $36.6 million has been included in Other expenses in 2025.
Cost of sales year-on-year reconciliation ($’millions)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Financial review
Continued
31 Endeavour Mining plc Annual Report 2025
1,807
112
89
39
32
(44)
(55)
136
25
2,140
2024
New
projects
impact
Mining Processing
Mine G&A
Waste
capitalisation
Change in
inventories
Royalties
Depreciation
2025
1,500
1,600
1,700
1,800
1,900
2,000
2,100
2,200
Earnings from operations
Earnings from operations increased by 345% to $1,638.5 million in 2025 from $367.8 million in 2024
primarily due to the higher earnings from mine operations driven by higher revenues, the impact of the
derecognition and impairment loss of financial assets associated with Lilium in 2024, in part offset by higher
share-based compensation and other expenses. Significant expense elements which had an impact on
earnings from operations include:
($’millions)
2025
2024 Variance % Variance
Earnings from mine operations 2,093.5
868.7 1,224.8 141
Corporate costs
(52.7)
(47.3) (5.4) 11
Other expenses
(88.3)
(62.5) (25.8) 41
Credit loss and impairment of financial assets
(23.2)
(151.0) 127.8 (85)
Impairment of mining interests
(193.4)
(199.5) 6.1 (3)
Share-based compensation
(64.7)
(21.4) (43.3) 202
Exploration costs
(32.7)
(19.2) (13.5) 70
Earnings from operations 1,638.5
367.8 1,270.7 345
– Corporate costs increased to $52.7 million in 2025 primarily due to higher employee costs driven by the
combination of the weakening US dollar and higher accrued performance bonuses.
– Other expenses for the year increased by $25.8 million to $88.3 million in 2025 primarily due to the
increase in indirect tax claims and settlements of $46.6 million due to the royalty agreement in relation to
the incremental 2% claim in Côte d’Ivoire accepted late in the fourth quarter of 2025 for $36.6 million and
customs disputes in Côte d’Ivoire. Acquisition and restructuring costs of $22.8 million is marginally higher
than 2024 due to the inclusion of historical acquisition costs at Sabodala-Massawa and Ity in relation to
subsequent reserve additions ($6.1 million and $6.4 million respectively) in part offset by Sabodala-
Massawa employee settlement costs incurred in 2024. Legal settlements and other costs of $14.6 million
compares lower than the $21.6 million incurred in 2024 driven primarily by lower legal costs and
provisions incurred in relation to cases. 2024 specifically included ex-CEO investigation costs of
$9.4million.
– Credit loss and impairment of financial assets decreased by $127.8 million to $23.2 million in 2025, due
to a combined impact of the expected credit loss charge of $11.8 million and subsequent derecognition
and impairment charge of $112.2 million in 2024 relating to outstanding Lilium consideration exposures
following the settlement agreement reached between the Group and Lilium to the State of Burkina Faso.
The expense in 2025 related primarily to credit loss exposures on VAT in Burkina Faso and VAT and other
receivables write downs in line with 2024.
– The impairment expense in 2025 of $193.4 million compares to $199.5 million in 2024. The charge in
2025 comprised predominantly exploration and evaluation properties that included $139.7 million and
$31.8 million in relation to the Bantou and Nabanga properties in Burkina Faso, respectively, where
theGroup has deemed that the development of these properties is no longer aligned with the current
exploration strategy and that a low probability of recovering the current carrying values exists. A further
$10.9 million impairment charge was recognised in relation to properties where we intend to relinquish the
exploration permits in near future and a charge of $9.5 million on the Kalana property due to changes in
management assumptions relating to risk and resource conversion used in an updated valuation model.
The charge in 2024 primarily comprised a $122.6 million charge on the Kalana development project due
tochanges in the in-situ multiple valuation and $62.9 million charge at Golden Hill and Fobiri related
exploration properties where the Group deemed it unlikely that the expired permits will be renewed.
– Share-based compensation increased to $64.7 million in 2025 from $21.4 million in 2024 primarily due to
the combined impact of the higher number of granted units, the accelerated impact of additional 2023 and
2024 PSU’s granted in 2024 as part of the Group’s retention plan, the stronger share price performance
and higher TSR modifying factors applied.
– Exploration costs for the year increased from $19.2 million in 2024 to $32.7 million in 2025 due to higher
greenfield activity.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Financial review
Continued
32 Endeavour Mining plc Annual Report 2025
Earnings before taxes
Earnings before taxes increased to $1,343.3 million in 2025 from $113.9 million in 2024 due to the higher
contribution from earnings from operations and lower finance costs incurred, in part offset by increased
losses on financial instruments attributable to the revenue protection programme.
($’millions)
2025
2024 Variance % Variance
Earnings from operations 1,638.5
367.8 1,270.7 345
Loss on financial instruments - net
(193.3)
(142.7) (50.6) 35
Finance costs – net
(101.9)
(111.2) 9.3 (8)
Earnings before taxes 1,343.3
113.9 1,229.4 1,079
– The loss on financial instruments amounted to $193.3 million in 2025 compared to $142.7 million
in2024. The loss in 2025 increased primarily due to the adverse impact of losses on the revenue
protectionprogramme of $204.4 million compared to $112.9 million in 2024 driven by the higher
goldprice environment and a foreign exchange loss of $2.4 million driven by the weakening US dollar that
compared to aloss of $23.9 million in 2024. This was in part offset by a gain on marketable securities
of$18.4 million primarily on our investment in Turaco that was obtained as part of the Afema exploration
sale in 2024 that compared to again of $0.7 million in 2024.
– Finance costs decreased to $101.9 million in 2025 from $111.2 million in 2024 primarily due to the
decrease in interest expenses driven by lower average debt holdings in 2025 in part offset by increased
financing and interest costs following the refinancing of the senior note programme and charges incurred
inrelation to the upstreaming of cash in 2025 and interest capitalised to growth projects in the 2024.
EBITDA and Adjusted EBITDA
The increase in EBITDA from continuing operations to $2,079.1 million in 2025 from $834.4 million in
2024has primarily been driven by increased revenues in part offset by the increased operating cost base
and royalties.
When considering adjustments associated with other expenses, losses on financial instruments excluding
realised hedge losses and other unusual operating costs, adjusted EBITDA from continuing operations
increased to $2,315.6 million in 2025 from $1,324.6 million in 2024 primarily due to increased revenues
inpart offset by the increased operating cost base, royalties and realised hedge losses. Adjusted EBITDA
margin as a percentage of revenue has increased from 49.5% in 2024 to 54.7% in 2025. Refer to Non-GAAP
measures on page 178 for a full reconciliation.
Tax expense
Total tax expense increased by 30% to $454.2 million in 2025 compared to $348.5 million in 2024. The
increase is primarily due to higher taxable earnings at operating site level due to higher revenues realised
which resulted in a higher income tax expense and increased withholding taxes recognised in relation to
2025 profits planned to be remitted in 2026. This was in part offset by the foreign exchange gain recognised
upon the revaluation of deferred taxes carried forward from 2024 and the reversal of the deferred tax liability
recognised as part of the Semafo acquisition following the impairment of exploration properties.
Adjusted net earnings attributable to shareholders
Adjusted net earnings attributable to shareholders for 2025 increased by 244% to $781.9 million (or $3.23
per share) from $227.3 million (or $0.93 per share) in 2024 driven by higher revenues that was in part offset
by higher operating costs, royalties, realised hedge losses and tax expenses. Refer to Non-GAAP measures
on page 181 for a full reconciliation.
Total Cash Costs (TCC) per ounce and All In Sustaining Costs (AISC) per ounce
The increase in the Group TCC from continuing operations to $1,216/oz in 2025 from $1,058/oz in 2024
reflects primarily the increased operating cost base due to the combination of the weakening US dollar,
increased mining and processing volumes, cost inflation reflected in employee and general overheads and
increased royalties driven by higher revenues. Group AISC increased to $1,433/oz in 2025 from $1,218/oz
in 2024 driven by the higher TCC base and increased sustaining capital expenditure particularly at Mana in
relation to development costs previously classified as non-sustaining in 2024. Refer to Non-GAAP measures
on pages 178 to 180 for a full reconciliation.
AISC reconciliation year-on-year ($/oz)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Financial review
Continued
33 Endeavour Mining plc Annual Report 2025
1,218
(96)
76
73
38
(45)
96
4
69 1,433
2024 Volume
Mining, net
of
capitalisation
Processing
Mine G&A
Change in
inventories
Royalties
Corporate
G&A
Sustaining
Capital
2025
1,000
1,100
1,200
1,300
1,400
1,500
Cash flow performance and Financial position
($’millions)
2025
2024 Variance % Variance
Cash flow performance
Operating cash flows before working capital and tax
2,269.6
1,247.7 1,021.9 82
Taxes paid
(362.2)
(296.0) (66.2) 22
Operating cash flows before changes in working capital
1,907.4
951.7 955.7 100
Changes in working capital
(243.7)
(2.1) (241.6) 11,505
Cash used in discontinued operations
–
(6.3) 6.3 (100)
Cash generated from operating activities
1,663.7
943.3 720.4 76
Cash used in investing activities
(507.8)
(630.0) 122.2 (19)
Free cash flow
1
1,155.9
313.3 842.6 269
Cash used in financing activities
(1,145.8)
(439.1) (706.7) 161
Effect of exchange rate changes on cash and cash equivalents
59.0
(7.2) 66.2 919
Movement in cash 69.1
(133.0) 202.1 152
Key balance sheet items and ratios
Cash and cash equivalents
453.3
397.3 56.0 14
Total principal debt
610.8
1,128.9 (518.1) (46)
Net debt
1
157.5
731.6 (574.1) (78)
Total equity 3,418.1
2,992.9 425.2 14
Net debt/Adjusted EBITDA (LTM) ratio
1,2
0.07
0.55 (0.48) (87)
Shareholder returns
435.3
277.0 158.3 57
1. This is a Non-GAAP measure. Refer to the Non-GAAP measure section of this Annual Report on pages 178 to 182
2. Trailing twelve month (LTM) adjusted EBITDA includes EBITDA generated by discontinued operations
Free cash flows
Free cash flow generated increased to $1,155.9 million in 2025 from $313.3 million in 2024, primarily
dueto a higher revenue base and lower growth capital incurred following the completion of the Lafigué and
Sabodala-Massawa BIOX Expansion projects in 2024. This was partly offset by increased operating costs,
gold hedge settlements and adverse working capital flows driven predominantly by VAT and stockpiles.
– Operating cash flows before changes in working capital and taxes paid increased to $2,269.6 million in
2025 from $1,247.7 million in 2024 due to higher revenues net of royalties, partly offset by increased
operating costs due mainly to the impact of the Lafigué and Sabodala-Massawa BIOX Expansion projects,
which were only commissioned in the third quarter of 2024, and gold hedge cash settlements which was
$178.5 million higher than 2024.
– Taxes paid increased to $362.2 million in 2025 compared to $296.0 million in 2024 due to higher
provisional and final income tax payments primarily driven by the higher taxable earnings base and
withholding taxes paid on higher subsidiary dividends paid.
– Changes in working capital reflected an outflow of $243.7 million in 2025 compared to $2.1 million in
2024. The increase in 2025 was adversely impacted by the build up in VAT receivables predominantly in
Burkina Faso and to a lesser extent Lafigué and Sabadola-Massawa due to slower recoveries amounting
toan outflow of $116.9 million in 2025; build up in stockpiles driven by current mine sequencing at
particularly Lafigué, Houndé and Ity amounting to an outflow of $103.5 million in 2025; and an increase
insupplies amounting to an outflow of $37.1 million in 2025 driven predominantly by higher costs and
impact of new growth projects.
– 2024 included operating cash flows used in discontinued operations of $6.3 million related to a historical
tax related payment made under the sales agreement.
– Cash used in investing activities decreased to $507.8 million in 2025 from $630.0 million in 2024
primarily due to lower invested capital of $155.3 million primarily from lower growth capital following the
completion of the Lafigué and Sabodala-Massawa BIOX Expansion projects in the third quarter of 2024.
This was in part offset by increased sustaining and non-sustaining capital at particularly Houndé, Mana and
Lafigué where we prioritised waste stripping, underground development activities and power infrastructure.
The decrease in lower capital spend was partly offset by lower cash flows realised from Other Investing
activities as 2024 included marketable security sales associated with Montage and Allied and also higher
receipts from the Burkina Faso Government in relation to the Lilium purchase of assets with $40.0 million
and $20.0 million received in 2024 and 2025 respectively. This was in part offset by the Ity land claim
restriction enforced in 2024 for $15.0 million and lifted in 2025.
Free cash flow year-on-year reconciliation ($’millions)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Financial review
Continued
34 Endeavour Mining plc Annual Report 2025
313
1,207
(179)
(66)
(242)
155
(33)
1,156
2024
Operating
Cash flow
Gold hedge
Tax paid
Working
capital
Investing –
Capital
Investing –
Other
2025
0
500
1,000
1,500
2,000
Financing cash flows
Cash used in financing activities increased to $1,145.8 million in 2025 from $439.1 million in 2024 and
primarily reflected the efforts around debt repayment and shareholder returns as a function of the Group’s
capital allocation approach. Cash flows for shareholder returns by means of dividend and share buybacks
increased to $375.6 million in 2025 compared to $239.2 million in 2024 and included the dividend
payments for H2-2024 and H1-2025. Net debt repayments totalled $526.5 million in 2025 compared
toanet drawdown of$49.4 million in 2024 primarily related to the full repayment of the RCF and the
Lafiguéterm loan repayments while financing-related payments decreased to $90.3 million in 2025 from
$101.4million in 2024. Dividends paid to minority shareholders decreased to $119.1 million in 2025
from$123.5 million primarily due to the VAT offset agreed with the Burkina Faso Government in the third
quarter of 2025 of $23.4 million.
Foreign exchange cash impact
The foreign exchange translation impact on cash was positively impacted by the weakening of the US dollar
against the West African Franc that declined by 12% from the end of 2024 to the end of 2025, resulting in
again of $59.0 million in 2025 compared to a loss of $7.2 million in 2024.
Financial position
The Group has seen a significant improvement in its overall financial position as reflected in the significant
decrease in total net debt while improving its liquidity position, both from a capacity and flexibility perspective
underlined by the completion of the 2030 Senior Note programme. Management continue to focus on
managing working capital challenges while ensuring a disciplined capital allocation approach to ensure
weprioritise shareholder returns.
Capital structure and liquidity
Following the refinancing and upsizing of the RCF in 2024, we continued to optimise our capital structure as
evidenced by the refinancing of the Senior Note programme in 2025. The new 2030 Senior Note programme
gives us the necessary strategic flexibility and capacity when considering both organic and external growth
opportunities. We currently have access to liquidity of $1.2 billion comprising cash of $453.3 million and
undrawn RCF of $700.0 million, notwithstanding access to unused in-country overdrafts and local short-term
loans available for working capital purposes. We are actively working on solutions around our VAT exposures
and mine planning in order to optimise stockpiling.
Net debt management
We ended 2025 with a net debt position of $157.5 million and a net debt/EBITDA leverage ratio of 0.07x,
adecrease of $574.1 million from 2024 that amounted to $731.6 million at a leverage ratio of 0.55x driven
by strong free cash flow generation from operations in part offset by investing cash flows associated with our
capital programme, shareholder returns, dividend payments to minority shareholders, and finance-related
payments to debt.
Shareholder returns
During the year, we intend to return $435.3 million in 2025 through a combination of dividends and share
buybacks relative to 2025 which included the H2-2025 interim dividend announced in January 2026. This
brings totalshareholder returns to $1.6 billion since we launched the programme and made our first
payments inQ1-2021, an 83% increase on the minimum commitment over the period. A new shareholder
returns programme for the 2026 to 2028 period was announced in the first quarter of 2026 which outlined
aminimum shareholder dividend commitment of $1.0 billion should gold prices continue to exceed
$3,000/oz and debt leverage is managed around 0.5x. The new shareholder returns programme sees the
Group increasing returns of capital to shareholders while balancing the financing requirements of future
growthprojects.
Net debt year-on-year reconciliation ($’millions)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Financial review
Continued
35 Endeavour Mining plc Annual Report 2025
(732)
1,664
(508)
(146)
(119)
(288)
(87)
59
(158)
2024 Operating
– cashflow
Investing
– cashflow
Financing
– other
cashflow
Minority
dividends
Shareholder
returns
Share
buybacks
FX – Cash
2025
(1,000)
(500)
0
500
1,000
1,500
/
Our approach
By implementing a robust risk management
framework, we aim to define responsibilities and
ensure transparency and accountability in the
identification and management of risk. We continue
to enhance how financial, operational, reporting and
compliance risks and controls are identified and
assessed across the business. Our Enterprise-wide
Risk Management Framework includes the
identification and management of Principal Risks,
Fraud Risks and Corporate Risks together with
theirassociated mitigations. Our enhanced risk
management process allows us to better identify,
mitigate and monitor our risks, while enabling us to
deliver our strategic objectives and create long-term
value for all our stakeholders.
To ensure we manage risk appropriately, we have
defined criteria for assessing the following areas
when evaluating the Principal Risks:
Risk appetite
Risk appetite is the nature and extent of risk that
Endeavour is willing to accept in the execution of
itsstrategic and business objectives, in line with
itsvalues and applicable legal and regulatory
requirements. Depending on the type of risk,
Endeavour’s policies, standards and procedures
alsoinform decision makers of the Company’s risk
appetite. Endeavour’s appetite for risk is dynamic
and can evolve over time in response to both
internaland external factors. When a Principal Risk
exceeds our defined risk appetite, this may trigger
areassessment of our approach. In such cases,
management actions will need to be accelerated or
strengthened to reduce the risk to acceptable levels.
This proactive approach ensures that we remain
aligned with our risk tolerance, maintaining stability
and safeguarding the long-term interests of
Endeavour. Risk appetite is categorised High,
Medium or Low.
Inherent or gross risk
We assess the natural level of risk that exists before
any controls are applied. This arises from factors
such as process complexity, high transaction
volumes, vendor dependencies, and manual
interventions without considering the effectiveness
of internal controls. Inherent risk is assessed by
evaluating the likelihood and consequence of
material financial misstatement or business
processes and is crucial for understanding the
baseline exposure Endeavour faces due to the
nature of its operations.
Risk likelihood
Likelihood is defined as the probability of a risk
event occurring within a reasonable timeframe. It is
graded across five categories, from “Almost Certain”
to “Rare”.
Risk consequence
The consequences of a risk materialising are
assessed across the following perspectives: Safety;
People; Financial; Operational; Regulatory/Legal;
Environment; and Reputation/Social. Where relevant,
each is rated in one of five categories, from “Critical”
to “Minimal”.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Risk Management and Principal Risks
36 Endeavour Mining plc Annual Report 2025
OUR STRATEGY
Creating meaningful value
PAGE 14
Effective risk management helps drive our
strategy, inform our decision-making and improve
our performance by identifying and managing risks,
while recognising our appetite for risk.
OUR MARKET
Appropriate risk approach to allow us to
capture opportunities
PAGE 13
Our risk management process enables informed and proactive
responses to both risks and opportunities.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Risk Management and Principal Risks
Continued
37 Endeavour Mining plc Annual Report 2025
Our risk management process Roles and responsibilities
Making informed decisions
Our risk management process for identifying,
assessing, understanding and managing Principal
and Corporate risks in a systematic way allows us
to make informed decisions and respond to risks
and opportunities as they arise in accordance with
our appetite for risk.
Our six step process:
1. Establish context and
objectives
Define internal/external context,
objectives, timelines, and criteria
within our risk appetite.
2. Identify
Recognise risk events and root
causes that could impact
strategic goals.
3. Analyse
Assess risks by likelihood,
impact, and speed; map them by
criticality. Principal Risks go to
the Board; others are managed
within the business.
4. Evaluate
Evaluate and document
mitigating controls. Prioritize and
allocate resources based on
analysis and data.
5. Respond
Assign an EVP responsible for
each Principal Risk and support
the various Committees in
managing the Principal Risks,
adjusting exposure within
settolerances.
6. Monitor and report
Continuously review the
mitigating controls and alignment
with objectives.
The Board
What is their role:
Oversees the Group’s Enterprise Wide Risk Management activities, approves the risk appetite
and monitors exposure to Principal Risks, ensuring that Management has implemented
appropriate risk mitigation strategies. Each Principal Risk is assigned to the relevant Board
Committee which is responsible for managing and ensuring the presence of effective mitigating
controls. With support from the Audit and Risk Committee, conducts a thorough annual review
of the Group’s Principal and Emerging Risks.
Audit and Risk Committee
What is their role:
Annual review of the
Group’s Principal and
Emerging Risks, the
mitigations put in place
and further mitigations
planned for the future.
Corporate Risk
Management Team
(“CRM”)
What is their role:
Facilitates the CRM
programme, including
Principal, Corporate,
Emerging and Fraud Risk
assessments. Reviews
evidence to ensure
mitigation measures are
effective. Performs the
Operating Effectiveness
testing of Material controls.
Assurance
Team
What is their role:
Performs the annual
Internal Audit testing in
close liaison with the CRM
Team. Supports the CRM
team where required in
performing Operating
Effectiveness testing.
The Executive Committee
What is their role:
The Executive Committee is collectively and individually responsible for ensuring that
PrincipalRisks and the existing and planned mitigations are fit for purpose. Also responsible
forbringing to the Board’s attention any significant changes to the existing Emerging Risks
andnew Emerging Risks.
Endeavour’s Executives, including Senior Management, continually assess risks and controls
aspart of their regular review process.
Top down
Risk culture,
oversight and
delegation
Bottom up
Accountability,
performance and
reporting
Mitigations
Mitigations are the processes and controls
Endeavour has implemented to prevent or mitigate
the consequences of a risk materialising. All key
mitigations are reviewed and updated annually to
ensure ongoing effectiveness.
Residual or Net Risk
We assess the residual risk that remains after all
mitigations have been applied to the inherent risk.
Itindicates the exposure Endeavour faces even
afterimplementing security and other mitigating
processes and controls. Understanding the Residual
Risk is crucial for Endeavour to evaluate the risk
management strategies and to evaluate whether
further action or ongoing monitoring is required.
Emerging Risks
In addition to the ongoing assessment of our
Principal Risks, we refresh our view of our Emerging
Risks. We define an Emerging Risk as a new or
unforeseen risk that has not been considered
before. It has the potential for significant harm or
loss to an organisation, industry or society, but its
full impact is not yet known or understood. In some
cases it may not be likely to materialise for several
years but it may have significant implications on
ourbusiness model and our ability to achieve
ourstrategic goals. Due to the high degree of
uncertainty related to Emerging Risks, they
requireongoing monitoring.
There has been no change to our assessment of
Emerging Risks which continue to be monitored:
Illegal mining
Illegal mining refers to artisanal and small-scale gold
mining activities (“ASGM”) conducted outside areas
formally demarcated and allocated by the host
country authorities by individuals who are not
affiliated with Endeavour. Criminal elements may be
involved. Illegal mining may be conducted within the
vicinity of,or within, our exploration or operating
permits. Challenges related to health and safety
practices, aswell as environmental and human
rights impacts, persist without proper control. In
times of high goldprices, there is an increase in
illegal miningactivities.
As a business, we face potential risks stemming
from the operational or environmental effects
ofillegal mining, as well as security risks from
thepotential for confrontation with our staff or
contractors. For instance, there is a risk of depletion
of our reserves, or restricted access to our
exploration, to our project development activities and
to our operational sites. Consequently, Endeavour
may be exposed to environmental, human rights and
societal challenges associated with illegal mining,
both in relation to our operations and through
regulatory or reputational consequences.
Climate change
Endeavour continuously monitors its environmental
impact, ensuring that we work towards the objectives
listed within our ESG strategy, which is to positively
contribute to broader societal benefits. Whilst we
have established our decarbonisation strategy, we
recognise that achieving these goals involves
inherent risk. Transitioning to cleaner energy sources
presents operational and technical challenges and
the evolving regulatory landscapes, heightened
investor scrutiny, and increasing expectations for
low-carbon operations may require significant
adaption of our business strategies, including new
decarbonization technologies and increased
investment in renewable energy.
Fraud Risk Assessment
Wecontinue to conduct an annual fraud risk
assessment gap analysis. We hold workshops with
all key stakeholders across the business to update
our understanding of the risks and the mitigation
controls. This ensures that our processes, controls
and mitigation measures remainaligned.
Roles and responsibilities
The Board oversees the Group’s Enterprise-Wide
Risk Management activities, approves the risk
appetite, and monitors exposure to Principal Risks.
Itensures that Management has implemented
appropriate strategies for mitigating these risks.
Each Principal Risk is assigned to the relevant Board
Committee which is responsible for managing and
ensuring the presence of effective mitigating internal
controls. In addition to its ongoing responsibilities,
the Board, with support from the Audit and Risk
Committee, conducts a thorough annual review
ofthe Group’s Principal and Emerging Risks.
Endeavour’s Executives, including Senior
Management, continually assess risks and controls
as part of their regular review process.
The Corporate Risk Management (“CRM”) team
isresponsible for facilitating the Corporate Risk
Management programme, including but not limited
toconducting Principal, Corporate, Emerging and
Fraud Risk assessments as well as conducting
evidence review to ensure the effectiveness of
mitigating actions.
The CRM team is responsible for testing the
operating effectiveness of material controls, testing
the existence of Principal Risk mitigating controls
and for facilitating the operation of the broader
CRMProgramme. The CRM team is supported by
theAssurance team where required in performing
Operating Effectiveness testing.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Risk Management and Principal Risks
Continued
38 Endeavour Mining plc Annual Report 2025
FIND OUT MORE
For more information on our approach to managing risks
associated with ASGM, refer to the fact sheet here:
endeavourmining.com/esg/esg-reporting/#esg-factsheets
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Risk Management and Principal Risks
Continued
39 Endeavour Mining plc Annual Report 2025
Principal Risks
Updates to the Group’s Principal Risks are co-ordinated by our Risk
and Assurance team in conjunction with the Legal Compliance team.
The results are presented to the Audit and Risk Committee at least
twice a year. We define a Principal Risk as a risk or combination of
risks that could seriously affect the performance, future prospects
orreputation of Endeavour.
Risk heatmap
To help visualise our Principal Risks, we have
plotted the residual risk rating on the heat map
to the right (i.e. after mitigating actions have
been taken). The individual risks are described
in more detail on the following pages.
Security Risk
Geopolitical Risk
Environmental Risk
Macroeconomic Risk
Supply Chain Risk
Licence to Operate Risk
Operational Performance Risk
Capital Projects Risk
Concentration Risk
Human Capital Risk
Legal and Regulatory Risk
Cyber Security Risk
Tailings Management Risk*
*In the interests of greater clarity and given its
potential significance, Tailings Management has
been separated from the Environmental Risk and has
been designated as a standalone Principal Risk.
Risk level Velocity Appetite
Unchanged Slow Averse
Decreased Rapid Cautious
Increased Very rapid Open
Principal Risks
1. Security Risk
Risk level:
Velocity:
Appetite:
Accountability:
Technical, Health and Safety Committee
Description and impact
Our operating jurisdictions expose Endeavour to significant security
risks, including terrorism, kidnapping, extortion, and harm to our
people. Political instability, illegal mining, and criminal groups increase
the risk of territorial disputes and broader instability affecting
operations and local communities. These threats may disrupt our
workforce, supply chains, recruitment and site access and could result
in asset theft, operational disruptions, and reduced asset value.
Mitigations
– Robust security protocols and measures at sites, supported by an
experienced internal security team.
– Collaboration with local governments to meet national requirements,
airstrips at or near all of our mine sites, and use of private security
contractors adhering to human rights standards.
– Internal training provided by the security department to security
forces, defence personnel and private contractors, including on
human rights and VPSHR.
– Third party human rights audit of the security department.
– Investment in social, community, infrastructure and
governmentprogrammes.
– Real time security monitoring of all sites. Arrangements in place
withlocal Security Forces for support in the event of an incident.
– Monthly testing of the Security Organisation and Processes.
Priorities for next year
– Develop a unified Group Security Management System and
governance framework.
– Deploy a centralised 24/7 Group Security Operations Command
Centre (“SOC”) in Abidjan.
– Fully integrate threat intelligence and risk processes across all sites
to strengthen proactive risk anticipation.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Risk Management and Principal Risks
Continued
40 Endeavour Mining plc Annual Report 2025
Principal Risks
2. Geopolitical Risk
Risk level:
Velocity:
Appetite:
Accountability:
Audit and Risk and Technical,
Health and Safety Committees
Description and impact
Our operations are exposed to unpredictable political, economic,
regulatory, social and tax environments. Shifting regional alliances
inWest Africa, along with threats such as terrorism, civil disorder and
armed conflict, further increase operational complexity. Regulatory
changes and government initiatives including audits and assessments
aimed at increasing government or local participation may also affect
our business.
These factors could limit our ability to explore, operate and may impact
the long-term viability of our business and our strategic objectives.
Mitigations
– Active and effective engagement strategy with local and national
government authorities, regulators and other stakeholders within
country in conjunction with our external counsel where required.
– Active participation in the National Chambers of Mines supported
byweekly engagement with in-country management.
– Regional crisis management organisation and supporting
emergencyprocedures.
– Active approach to contributing to and promoting socio-economic
development in our countries of operation.
– Regular engagement between the CEO and the Presidents in
BurkinaFaso, Côte d’Ivoire and Senegal to maintain open dialogue,
strengthen relationships and address emerging political and
regulatory risk.
Priorities for next year
– Organise site visits for key Government stakeholders such as
StateDirectors, Local Content Authority, Tax and Customs officials
involved in our operations.
– Lobby and networking through Chamber of Mines to contribute to the
outcome of ongoing mining code revision and fiscal regime.
Principal Risks
3. Environmental Risk
Risk level:
Velocity:
Appetite:
Accountability:
Technical, Health and
Safety and ESG Committees
Description and impact
Endeavour operates in an evolving environmental regulatory landscape
with increasing expectations to meet global standards and internal
sustainability targets. Failure to comply may affect our licence to
operate and stakeholder confidence.
Key risks include unsafe cyanide transportation, water contamination,
inadequate mine closure, energy and emissions and climate-related
extreme weather, all of which can disrupt operations and harm
communities. Growing environmental scrutiny may lead to regulatory
penalties, restricted access to capital, or loss of operating rights.
Mitigations
– Implementation of ESG policies, standards and procedures
andaGroup-wide ESG monitoring with remediation plans for any
non-conformance.
– Maintenance and management of environmental, legal and
compliance registers.
– Implementation of our decarbonisation strategy.
– Adoption of best practice and internationally recognised standards
and frameworks to guide our approach to environmental
management and reporting such as TNFD and the Global Industry
Standard on Tailings Management (“GISTM”).
– Numerous other mitigations including implementing effective
governance frameworks, the integration of environmental targets
inmanagement’s incentive plans.
Priorities for next year
– Numerous initiatives including focusing on continued compliance with
environmental regulations, implementing an online environmental
compliance monitoring system, continuing work related to TNFD.
Principal Risks
4. Macroeconomic Risk
Risk level:
Velocity:
Appetite:
Accountability:
Audit and Risk Committee
Description and impact
Due to the nature of our operations, Endeavour is exposed to volatility
in gold prices, and key inputs, such as oil. Recent global events have
increased volatility in financial markets, affecting commodities, interest
rates and foreign exchange rates. Higher interest rates may impact our
cost of capital and influence the investment in the sector, while also
impacting future development projects. Foreign exchange fluctuations
may affect input costs and revenue. Inflationary costs pressure and
supply chain disruptions may decrease margins and cash returns while
higher production cost could increase Group AISC weakening the risk
reward equation for investors.
Mitigations
– Active management of forward contracts and gold collars.
– Evaluation of foreign-denominated cash flows and the
implementation of foreign exchange contracts.
– Maintaining robust cash management practices across the Group.
– Implemented a Treasury Management System.
– Applying the LBMA price strategy.
– Ongoing reviews of cost efficiency and cash optimisation
programmes.
– Active monitoring of gold market trends.
– Actively managing the balance to maintain low gearing levels
towithstand a sudden change in gold price.
Priorities for next year
– Onshore and offshore liquidity management.
– Continued enhancement to our treasury management system.
Risk level Velocity Appetite
Unchanged Slow Averse
Decreased Rapid Cautious
Increased Very rapid Open
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Risk Management and Principal Risks
Continued
41 Endeavour Mining plc Annual Report 2025
Principal Risks
5. Supply Chain Risk
Risk level:
Velocity:
Appetite:
Accountability:
Technical, Health and Safety Committee
Description and impact
Endeavour requires a stable supply chain for ongoing operations.
Microeconomic and macroeconomic disruptions may affect sourcing,
transportation, international shipment and cash flow. Increasing local
content requirement, modern slavery compliance and supplier
diversification add further risk, particularly when supporting indigenous
and local suppliers. Non-compliance by contractors with Endeavour’s
Supplier Code of Conduct could result in ethical, environmental, social
or operational supply chain issues.
Mitigations
– Actively partnering with in-country key suppliers.
– Ongoing monitoring of the political environments and maintaining
aproactive dialogue with host governments and key stakeholders.
– Negotiation of longer-term and Group-wide supply chain contracts.
– Implementing business resilience planning, Maintenance Repair and
Operation systems and ISO 28000 compliance preparation, supplier
evaluation and increased local sourcing.
– Engaging with key suppliers and maintaining strong market
intelligence on critical supplies for advanced warning of supplier,
orregional disruptions.
– Maintain Group capacity to expedite supplies in the event of
disruption, both at international and local logistics levels.
Priorities for next year
– Roll out Local Content Accelerator.
– Deliver Vision Tanda with Public Affairs.
– Implement P2P project with Finance and IT.
– Support Sabodala-Massawa underground project.
– Execute regulatory mitigation plans to prevent supply
chaindisruptions.
Principal Risks
6. Licence to Operate Risk
Risk level:
Velocity:
Appetite:
Accountability:
ESG Committee
Description and impact
Endeavour’s licence to operate may be at risk if it is perceived as
failingto deliver sustainable community benefits or comply with human
rights and environmental regulations. Such perceptions could affect
exploration efforts, project development and operations generally,
including workforce safety, asset security, stakeholder relationships
and government support, leading to reputational and financial impacts.
Artisanal and illegal mining near our sites may also lead to property
damage, theft, resource depletion or accidents further jeopardising
ourlicence to operate.
Mitigations
– Group Stakeholder Engagement procedure.
– Management of an established community grievance mechanism
andwhistleblowing process.
– Investment in the development of local communities, monitoring
andpublication of our Tax and Economic Contribution Report,
implement global initiatives and principles, local sourcing, ESIA
Resettlement Committees and management of Social Performance
managementsystems.
– Implementation of plans to address artisanal and illegal mining.
– Human rights and Code of Conduct training in addition to Supplier
Code of Conduct training.
Priorities for next year
– Move towards impactful projects in our communities.
– Define a strategy to mitigate the risks relating to direct actions
byyouth groups within the community influencing our operations.
– Better planning with mining companies, optimising performance
andimproving the compensation framework and livelihood
restoration programmes.
Principal Risks
7. Operational Performance Risk
Risk level:
Velocity:
Appetite:
Accountability:
Technical, Health and Safety Committee
Description and impact
Endeavour's operations and development projects may fail to meet
planned production rates and all-in sustaining costs (“AISC”). External
factors, including extreme weather, geotechnical challenges, and
interruptions to key supplies, may disrupt operations. Internal risks,
including equipment failure and insufficient reserves, could further
hinder production and impact revenue targets. In addition, the lack
ofcontractor capability and poor contractor performance could delay
projects or lead to higher-than-expected costs. Gold price fluctuations
can affect production planning and capital allocation by changing the
economic viability of reserves and resources.
Mitigations
– Risk assessment and mitigation process for each mining asset.
– Maintenance schedule for equipment and facilities, subject to
parallel inspection.
– Numerous other mitigations including fixed plant and heavy mining
equipment asset management strategy, monitoring critical spare
parts, grade control reconciliation, review of the resources and
reserves estimates and methodology, use of qualified staff for
resource and reserve estimates, compliance with the Health and
Safety requirements set out in ISO 45001, regular safety
management training.
– Development and execution of annual operating plans and budgets
which are updated quarterly.
Priorities for next year
– Ongoing equipment availability and productivity assurance activities.
– Grade Control and Resource Model alignment and reconciliation.
– Addition of an Operations Geologist to the central support team.
– Increased asset management workforce at key operations.
– Asset management road map set for roll out to the operations.
Risk level Velocity Appetite
Unchanged Slow Averse
Decreased Rapid Cautious
Increased Very rapid Open
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Risk Management and Principal Risks
Continued
42 Endeavour Mining plc Annual Report 2025
Principal Risks
8. Capital Projects Risk
Risk level:
Velocity:
Appetite:
Accountability:
Technical, Health and Safety Committee
Description and impact
Endeavour faces a risk that major construction and development
projects may not deliver expected economic returns due to inaccurate
resource estimates, design or construction deficiencies, failure to
achieve planned operating performance, or higher-than expected capital
and operating costs. Inadequate project evaluation, misalignment with
capital allocation strategy, inaccurate cost forecasting, or incorrect
assumptions about life-of-mine and operational performance may
resultin failure to meet long-term strategic goals and shareholder
expectations. Access to external funding for major capital projects
mayfurther impact project execution.
Mitigations
– Conducting rigorous assessments prior to approval.
– Preparing detailed project charters for all new capital projects.
– Implementation of a project risk register and risk mitigation plan.
– Monthly project steering committee meetings with progress reports
to the Board, more detailed quarterly project updates to the
Technical, Health and Safety Committee, advanced grade control and
metallurgical recovery test programmes, mine construction under an
EPCM contract using a proven contractor, review of capital costs prior
to final financial modelling.
– Applying lessons learned from previous Capital Projects to inform
ourapproach.
– Additional Stage Gates on all projects from Conceptual study to
construction and development.
Priorities for next year
– Refining skills, expertise, project execution governance within the
existing Capital Project delivery team.
– Building the Capital Project delivery team further to extend
capabilities beyond the execution of existing projects, in readiness
for the Assafo Dibibango Project.
Principal Risks
9. Concentration Risk
Risk level:
Velocity:
Appetite:
Accountability:
Audit and Risk and Technical, Health and Safety
Committees
Description and impact
Due to their location, our operations are exposed to political and
security instability in our host countries which may hinder operational
performance and the achievement of Group strategic objectives.
Thisexposure may also affect market perceptions of Endeavour as
insufficiently diversified and too exposed to high-risk countries. Failure
to pursue diversification and development opportunities beyond the
region could adversely impact long-term commercial performance.
Mitigations
– Review of our current operating mines and projects to ensure these
remain viable and in line with our capital allocation strategy and
strategic objectives.
– Ongoing assessment of our existing portfolio.
– Actively pursuing acquisition and M&A opportunities that are
valueenhancing.
– Understanding the trajectory of the countries in which we operate and
include this in investment and strategic decision-making.
– We constantly evaluate the diversification of our portfolio in and
beyond this region to ensure our longer-term revenues and the
Group’s strategic objectives.
Priorities for next year
– Annual strategy update to the Board.
– Establishment of our New Ventures strategy focused on expanding
and diversifying the exploration footprint into highly prospective,
immature gold provinces, leveraging early-stage exploration
companies with in-country and technical expertise.
Principal Risks
10. Human Capital Risk
Risk level:
Velocity:
Appetite:
Accountability:
Corporate Governance and Remuneration Committees
Description and impact
Endeavour faces risks in attracting and retaining employees with the
necessary skills and experience, which could disrupt operations in
theshort term and hinder longer-term strategic execution. In certain
jurisdictions, workforce rosters and overtime management also present
operational and compliance risks and must be managed in accordance
with applicable labour laws, collective agreements in place and best
practices. Failure to do so may result in workforce fatigue, increased
labour costs, and challenges in workforce retention, adversely affecting
safety and operational efficiency.
Mitigations
– Implementing employee retention strategies driven through
trainingand development and the formalisation of
developmentopportunities.
– Regular benchmarking of compensation and benefits against the
wider market.
– Annual Group People Review presented once a year to the
Remuneration Committee.
– Applying a structured merit review process.
– People Review of all key high-risk positions presented to the
Remuneration Committee.
– Completion of the Technical organisation (Mining, Processing,
MRMetc) to identify key resource gaps and filling of those positions
that are critical (corporate, regional and mine site).
Priorities for next year
– Competitive compensation practices that properly reflect career
paths and job grades.
– Established a new salary review process with a supporting
calibrationmatrix.
– Successfully deliver the second Employee Engagement Survey
(“EDVVoices”).
Risk level Velocity Appetite
Unchanged Slow Averse
Decreased Rapid Cautious
Increased Very rapid Open
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Risk Management and Principal Risks
Continued
43 Endeavour Mining plc Annual Report 2025
Principal Risks
11. Legal and Regulatory Risk
Risk level:
Velocity:
Appetite:
Accountability:
Audit and Risk Committee
Description and impact
Endeavour operates in the UK, Canada and West Africa, facing
acomplex, evolving regulatory landscape, including stock-exchange
obligations, local legislation, and voluntary best practice standards
such as the RGMPs. Variation in legal maturity and evolving legislation
creates compliance and enforcement challenges. Failure to effectively
manage key legal risks such as anti-bribery and corruption, sanctions,
human rights and money laundering, could expose Endeavour to
regulatory penalties, reputational harm andlitigation.
Mitigations
– Ongoing monitoring of laws and regulatory changes by local legal,
taxand public affairs teams, supported by local counsel.
– A Group Compliance Programme covering policies, procedures,
training, certifications, whistleblowing, investigations and third party
due diligence.
– Investment in compliance systems, including baseline human rights
and anti-bribery and corruption (“ABC”) risk assessments and due
diligence software.
– Annual Compliance Training days.
Priorities for next year
– In-person compliance training at mine sites, focusing on ABC and
modern slavery.
– Full integration of EQS (a digital, customisable workflow approval
platform for compliance management).
– Strengthened oversight of data privacy and local content compliance.
Principal Risks
12. Cyber Security Risk
Risk level:
Velocity:
Appetite:
Accountability:
Audit and Risk Committee
Description and impact
Whilst significant progress was made in 2025 in implementing
mitigating controls, Endeavour faces risks from network and system
disruptions arising from security breaches, cyber attacks, system
defects or other technical failures. Such events could disrupt
operations, data processing and weaken IT controls leading to
noncompliance with regulatory, legal and tax obligations. Unauthorised
access, breaches, or misuse of sensitive data could result in
substantial legal and regulatory penalties, under increasingly
proscriptive data protection laws, as well as reputational damage,
andpotential financial loss through fines, litigation and lost business.
Mitigations
– Security measures and recovery plans for all major sites, critical
ITsystems and business processes.
– Annual independent audit by certified experts.
– A cyber security roadmap continues to be implemented covering
device, identity, data, application, offensive and operations security.
– Regular employee cyber security awareness campaigns on a variety
of topics, including a strong focus on phishing scams.
Priorities for next year
– Aligning security controls with IEC 62443 industrial mining
standards.
– Investing in data-centric technology that utilises automated
discovery, precise classification, and behavioural analytics to
prevent information leakage.
– Conducting regular backup restoration drills and testing Critical
Incident Response Plans to ensure minimal impact on production.
– Providing targeted awareness training for site-based and nomadic
employees to mitigate human-related risks.
Principal Risks
13. Tailings Management Risk
Risk level:
Velocity:
Appetite:
Accountability:
Technical, Health and Safety Committee
Description and impact
Tailings management failures can cause severe environmental damage
and loss of life. Tailings are the left-over materials from the processing
of mined ore stored in tailings store facilities (“TSF”). To ensure safety
and integrity, Endeavour utilises an Engineer of Record (“EoR”) for third
party oversight of design, construction and annual reviews, alongside
frequent on-site inspections. While TSF failures could lead to
catastrophic consequences, Endeavour’s focus is to prevent failure
and minimise the risk to people, communities andenvironment.
Mitigations
– Established a Tailings Management Policy.
– Alignment with international conventions and industry standards.
– TSFs designed by internationally reputable TSF design houses.
– Managing Endeavour’s TSFs in compliance with EoR approved
TSFOperating and Maintenance Manuals including Trigger Action
Response Plans.
– Annual TSF audits by the EoR of the facilities and Endeavour’s
management of them.
– Daily inspections by multiple professionals.
– Implementation of TSF deposition plan including management
ofsupernatant water levels.
Priorities for next year
– Establishing Independent Tailings Review Board (“ITRB”).
– Safely completing TSF lifts at all of our operations.
– Construction of a new TSF at Houndé.
– Accredited auditing of each of the sites against International
Cyanide Management Code (“ICMC”) compliance.
Risk level Velocity Appetite
Unchanged Slow Averse
Decreased Rapid Cautious
Increased Very rapid Open
Going concern
The Directors have performed an assessment of
whether the Group would be able to continue as
agoing concern until at least March 2027. In their
assessment, the Group has taken into account
itsfinancial position, expected future trading
performance, its debt and other available credit
facilities, future debt servicing requirements,
itsworking capital and capital expenditure
commitments and forecasts.
At 31 December 2025, the Group’s net debt was
$157.5 million with cash and cash equivalents of
$453.3 million, and debt with a principal outstanding
of $610.8 million. The Group had an undrawn
portion of its RCF of $700.0 million. Subsequent to
31 December 2025 and up to 4 March 2026, the
Group have drawn $50.0 million on the RCF.
Based on a detailed cash flow forecast prepared by
management, in which it included any reasonably
possible changes in the key assumptions on which
the cash flow forecast isbased, the Directors have
areasonable expectation that the Group will have
adequate resources to continue in operational
existence until at least the end of March 2027
andthat atthis point in time there are no material
uncertainties regarding going concern. Key
assumptions underpinning this forecast include
consensus analyst gold prices and production
volumes in line with annual guidance.
The Board is satisfied that the going concern basis
of accounting is an appropriate assumption to adopt
in the preparation of the consolidated financial
statements for the year ended
31 December 2025.
Viability statement
In accordance with Provision 31 of the UK Corporate
Governance Code 2024 (“UK Code”), management
has prepared aviability statement which considers
the Group’s current financial position, the
appropriate assessment period, as well as the
principal risksand sensitivities of the Company,
which wasevaluated by the Board for approval.
Period of assessment
The UK Code states that the Directors should
assess the ability of the Group to continue
operations and meet its liabilities over an
appropriate period. The Board has determined that
the most appropriate timeframe for this assessment
is the five-year period ending 31 December 2030.
This period covers the strategic, operational and
exploration targets of the Group, the capital
investment period associated with the Assafou
project, the period over which Senior Notes and
credit facilities are available, anticipated shareholder
returns, as well as the period over which the primary
and emerging risks identified have the potential to
impact the Group.
Risks and stress tests
To evaluate the Group’s viability, the Board
considered Group-wide principal and emerging
operational risks that could impair the liquidity of
theCompany. The risks were established through
discussion with senior management and other
personnel across the operations. Through this
process, the principal and emerging risks of the
Group were identified and considered for the
purposes of analysing the viability of the Group
overthe assessment period.
For the purposes of analysing the Group’s viability,
the Directors have determined that the following
risks are fundamental in assessing the Company’s
liquidity and solvency.
Macroeconomic factors
The price of gold is central to the Group’s revenue
projections and can fluctuate significantly as it is
dependent on several macroeconomic factors.
Asignificant fall in the gold price would impact the
Group’s revenues, operating cash flows and net debt
position and is considered to be a principal risk for
the Group. The overall viability was prepared using
the median analyst consensus gold price for the
duration of the viability period.
The prices of critical materials and services, changes
in inflation rates, and exposure to foreign exchange
rates can have a significant impact on the
profitability of the Company’s operations and the
ability for the various mine sites to generate cash
flows. Management hasevaluated the impact on
operating costs inscenarios where operating costs
across all sites increases by 30% due to the factors
mentioned above.
Security threat or geopolitical event
Due to the nature of the gold mining business and
the geographic locations of our operating mines,
there are potential direct or indirect security threats
or geopolitical risks to the operating mine sites, the
assets within, as well as to our employees. These
security or geopolitical risks can be the result of
amajor security incident, social or civil disruption,
orchanges in government expectations affecting
theagreed mining authorisation, licences or
conventions with the government. The Directors
consider these to be primary risks for the Group and
management has evaluated scenarios which include
a complete shutdown of two mines, or approximately
30% of total production, in Burkina Faso over the
assessment period.
Operational performance risk
The Company’s existing operations may fail to
achieve or maintain planned production levels atthe
expected operating cost profiles over the viability
period, due to issues such as lower than expected
grades or recoveries, and/or higher costs of mining
and processing due to operating challenges or
increase in supply chain costs. Toconsider the
impact of these risks, we considered a scenario
whereby there was a 15% reduction in production,
while operating costs remain unchanged across all
mines for the assessment period.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Viability statement
44 Endeavour Mining plc Annual Report 2025
Capital projects
The Company’s next major capital investment project
outside of normal course of business capital
investment is the Assafou project which has been
included in the working capital model with significant
expected cash outflows in 2026 and 2027. Given
the project is not yet fully committed and subject to
the feasibility study outcome, Management do not
consider that a specific risk around this is
appropriate at this stage.
Environmental risk
The Company is exposed to climate-related risks
andsubject to environmental compliance obligations
which are continually developing. The occurrence
ofaclimate-related event or failure to comply with
environmental obligations could lead to operational
interruptions, reputational damage, the imposition
offinancial penalties or the suspension of operating
licences. As environmental practices continue to
face further scrutiny, this could affect the Company’s
operations or access to capital. The factors noted
are considered emerging risks to the Group and
havebeen stress tested as part of the scenario
ofincrease in operating cost of 30% over the
assessment period.
The stability of tailings storage facilities represent
apotentially significant operational risk for mining
operations globally. The Group’s tailings storage
facilities are designed to international standards,
constructed using primarily downstream methods,
subject to rigorous monitoring and reporting,
andreviewed regularly by independent experts.
Giventhese standard of design, development,
operations and review, the impact of a potential
tailings dam failure has not been included in the
sensitivity analysis.
Analysis
Management conducted the viability assessment
using the risks above which are considered to be
severe but reasonably possible scenarios for the
Group. The viability assessment prepared by
management assumes the payment of dividends
aspart of the Company’s shareholder return
programme and the repayment of the Senior Notes,
which mature in May 2030 whilst refinancing or
maintaining the current RCF facility for the entire
viability period (currently matures in 2029). Under
management’s base case the assumption is that,
whilst uncommitted, the Assafou project is built as
amajor capital project. The Group is constantly
monitoring the possibility of the risks identified
above and has multiple control measures in place
toprevent or mitigate the impact of any of the above
scenarios. Were any of the above scenarios to occur,
the Company has several options available to
mitigate the impact of these scenarios, and ensure
sufficient liquidity to continue operations, which
include, but are not limited to, the reduction of the
dividends paid to shareholders and corresponding
reduction in local dividend payments to bring cash
offshore, deferral or reduction of capital and/or
exploration expenditures, reduction in
corporatecosts.
All scenarios were initially assessed using the
consensus analyst gold prices. The results of this
analysis concluded that the Group has sufficient
headroom under each downside scenario. Further to
this, the scenarios were re-run using a reduced gold
price of 80% of consensus prices over the
assessment period.
At these lower gold price levels used over the entire
assessment period, the scenarios identified above
of macroeconomic factors (increase in operating
expenses by 30%), security threat or geopolitical
event (decrease in Burkina Faso production by 30%),
and operational performance risk (decrease in
production by 15%) produced a negative cash
balance during the assessment period. However, the
impact of this downside scenario could be managed
in the normal course of business, through the
mitigating factors noted above.
In addition, management reverse stress tested the
gold price in the viability analysis to determine at
what price during the viability period the Group would
have a $nil cash balance and all available revolving
credit facility drawn. The result of the reverse stress
test determined the gold price would need to drop
below 79% of consensus pricing or an average of
$3,052/oz over the entirety of the viability period for
this to occur, prior to the consideration of any
mitigating factors that could be taken under
thisscenario.
Further to management’s analysis, under the
scenarios considered above, Endeavour is a viable
business supported by its strong financial position at
31 December 2025, with cash and cash equivalents
of $453.3 million, a net debt position of $157.5
million and $700.0 million available on the RCF.
Conclusion
Taking into consideration the Group’s current
financial position, the robust assessment of the
principal risks, as well as the mitigating factors
available to the Group, the Directors confirm that
they have a reasonable expectation that the Group
will be able to meet its liabilities and continue
operations over the period ending 31 December
2030. This longer-term assessment process
supports the Directors’ statements on both
viabilityand going concern.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Viability statement
Continued
45 Endeavour Mining plc Annual Report 2025
Governance
Board oversight
Climate resilience is a material topic for Endeavour.
We have a robust governance structure to assist with
the management of climate resilience and to ensure
we are well equipped to address climate-related
risks and opportunities.
The Board is accountable for ensuring that climate-
related risks and opportunities are appropriately
identified and considered in the Group's business
plans and decision-making. This includes:
– Review the Group’s decarbonisation strategy.
– Oversee performance and set targets, including
those linked to executive compensation.
– Ensure compliance with adopted ESG frameworks
– Review and approve the Group’s public climate-
related policies and disclosures.
– Approve large-scale decarbonisation projects.
The following committees assist the Board in the
review of the Group’s climate-related issues:
– The ESG Committee sets the Group’s ESG
strategy, including decarbonisation, and oversees
the delivery of its ESG commitments.
– The Technical, Health and Safety Committee
monitors the technical aspects and capital
projects related to the Group’s ESG strategy,
including renewable energy initiatives and
electrification projects.
– The Audit and Risk Committee is responsible
foroversight of the Group’s corporate risk
management, including ESG-related risks, and
reviews financial climate-related disclosures.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
46 Endeavour Mining plc Annual Report 2025
Addressing climate change
In line with the UK Listing Rules and the Companies
(Strategic Report) (Climate-related Financial Disclosure)
Regulations 2022 (SI 2022/31), the Company confirms
that its 2025Annual Report includes climate-related
financial disclosures consistent with the TaskForce
onClimate-related Financial Disclosures (“TCFD”)
Recommendations andRecommended Disclosures.
46 Governance
47 Strategy
55 Risk Management
58 Metrics and Targets
In this section
Governance entities
Roles
QUARTERLY
BOARD
– ESG Committee
– Technical, Health and Safety
Committee
– Audit and Risk Committee
– Accountable for integrating climate-related risks
andopportunities into the Group's business plans,
risk management and decision-making.
– Reviews performance, approves targets, and
oversees compliance with public reporting standard.
EXECUTIVE
COMMITTEE
– ESG Steering Committee
– EVP Operations and ESG
– Provides strategic and cultural leadership on
decarbonisation initiatives.
– Aligns the vision and strategy with the Board's direction.
– Monitors progress, adequacy of resource allocation
and decarbonisation targets.
DECARB
STEERING
COMMITTEE
– Operations and ESG, Technical
Services, Legal
– Investor Relations, Public Affairs
– Projects, Supply Chain,
Business Development
– Responsible for ensuring that the Group's
decarbonisation goals are met, taking the necessary
decisions and monitoring of progress.
WEEKLY
DECARB
WORKING
GROUP
– Technical Services
– Operations and ESG
– Supply Chain
– Develops decarbonisation roadmap.
– Tracks emissions and abatement projects.
– Responsible for reporting and external assurance.
DEDICATED
WORKSTREAMS
– Technical Services, Operations
and ESG, Finance
– Projects, Business
Development, Legal
– Task-specific workstreams to ensure timely progress
of key initiatives in the decarbonisation roadmap.
Our climate governance framework
Management
The CEO is responsible for the strategic oversight
ofEndeavour’s climate strategy and performance,
aswell as cultural leadership.
The EVP Operations and ESG is responsible
forimplementation and execution of the Group’s
decarbonisation strategy, including setting
targetsand ensuring adequate financial,
technicaland human resources dedicated
todecarbonisation efforts.
Reporting to the Board ESG Committee quarterly,
theExecutive ESG Steering Committee provides
internal oversight of our decarbonisation strategy,
progress on its implementation and performance.
Itincludes our CEO, EVP Operations and ESG, CFO,
CTO and EVP for Public Affairs, Security and Social
Performance, as well as management from Technical
Services, Operations, ESG, Social Performance and
Investor Relations.
Supporting the Executive ESG Steering Committee,
the Decarbonisation Steering Committee drives the
practical implementation ofthe Group’s
decarbonisation strategy.
The weekly Decarbonisation Working Group
isamulti-disciplinary group comprising key functions
who are responsible for the delivery ofour
decarbonisation strategy, tracking and forecasting
the Group’s emissions, methodology and
compilation of the Group’s climate-related data and
public disclosures, and internal training.
Reporting to the EVP Operations and ESG, themine
General Managers, supported by their teams, are
responsible for ensuring climate risk is embedded
into day-to-day operations.
Each mine has a site-specific climate risk
assessment, with corresponding mitigation actions.
Strategy
We have embedded climate considerations into our
corporate strategy, recognising both the risks and
opportunities that climate change presents over the
short, medium and long term.
We have a goal of Net Zero Scope 1 and 2
emissions by 2050 and have set a target to reduce
our Scope 1 and 2 greenhouse gas emissions
intensity by 30% by 2030 (from a 2022 baseline)
todrive decisive action across our operations.
Our climate strategy is designed to achieve
meaningful decarbonisation while enhancing
operational resilience and creating long-term value
for stakeholders across our value chain. It is built
onthree pillars:
– decarbonising our operations,
– responding to climate-related risks and
opportunities, and
– contributing to a just energy transition in our
hostcountries.
We employ a structured, scenario-based approach
toidentify and assess climate-related risks and
opportunities across multiple time horizons. This
includes evaluating both acute and chronic physical
risks that may affect operational continuity, as
wellas transition risks associated with evolving
regulation, market expectations, and the shift
toalow-carbon economy. Opportunities linked
toenergy efficiency, renewable integration and
technology innovation are also assessed to
informstrategic decisions and capital allocation.
Our processes for identifying and assessing our
climate-related risks are detailed on page 56.
Physical climate risk scenario-based assessment
Using complex climate analytics, we have assessed
our acute and chronic physical climate risks against
three carbon emissions pathways that represent low
(<2°C), intermediate (~3°C), and high (>4°C) global
warming scenarios.
Overall, the near-term risk profile is similar to today,
but long-term outcomes diverge under different
emissions pathways. Under a low-emissions
scenario, most risks remain at current levels,
whereas a high-emissions pathway leads to
significant intensification of certain hazards by 2040.
Key physical risks include:
– Drought: Water scarcity risk is moderate at most
sites and remains largely unchanged across all
scenarios to 2040.
– Extreme heat: Extreme heat events already pose
a material climate-related risk to all our operations
under current climate conditions. However, all
climate model scenarios signal that this risk
isincreasing, with temperatures projected to
increase at all our sites. Even in a low-emissions
scenario extreme heat metrics rise, whilst under
ahigh-emissions pathway the increase becomes
substantial with more frequent and intense heat
events projected.
– Extreme precipitation: Intense rainfall events that
can trigger localised flooding, erosion and can
threaten mine infrastructure pose another material
climate-related risk to all our operations and are
projected to grow in severity under all climate
scenarios, most notably at our Ity site.
– High winds and severe storms: Wind damage and
severe thunderstorm events currently pose a low
to moderate risk across the Group and show only
a slightly increasing trend under all climate
scenario projections.
– Wildfires: All sites are surrounded by savannah
orforested regions, making wildfire a consistently
high climate-related risk. Present-day wildfire
probability is high at every operation, and it
remains high going forward. A warmer, drier
climate, especially under a high-emissions
pathway, could exacerbate wildfire frequency and
intensity, particularly at our Houndé and Lafigué
sites that combine prolonged dry seasons with
extreme heat.
– Chronic climate trends: Average temperatures are
projected to rise in the order of +0.5–1.0°C by
2040 under a high-emissions pathway, which can
heighten heat stress conditions at our operations
over time. Meanwhile, precipitation-related
projections remain largely unchanged indicating no
significant trend in either increasing or decreasing
annual rainfall. These chronic changes unfold
slowly, giving operations time to adapt, and are
overshadowed by the more immediate acute risks
of extreme weather events.
Acute and chronic climate-related physical risks are
already present at our operations, for which we have
mitigation and adaptation strategies in place to
effectively manage their impacts now and into
thefuture.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
47 Endeavour Mining plc Annual Report 2025
GOVERNANCE REPORT
Our governance framework
PAGE 70
Physical climate risk assessment of the
intermediate scenario
The following graphic shows how acute and chronic
climate risks are projected to trend over our defined
timeframes using an intermediate scenario, where
global socio-economic trends follow historical
patterns, with moderate efforts to mitigate
emissions, resulting in a stabilisation pathway that
limits global warming to approximately 2.7–3°C by
the end of the century.
Whilst Endeavour has set an emissions reduction
target that aligns with a <2°C scenario, we consider
the intermediate scenario to be the most likely
outcome in the context of current global socio-
politicalpolicies.
In the following graphic, risk levels for each site and
hazard are categorised using defined thresholds
applied to climate projections at assessment years
aligned to our short, medium and long-term horizons.
Separately, the directional indicator (increasing,
constant or decreasing) represents the longer-term
trend across the assessment horizon. As a result,
arisk may be shown as “increasing” while remaining
within the same threshold category or appear
“constant” where projections change only marginally
within a defined band.
This distinction is intended to provide clarity on both
projected risk levels and longer-term trajectory.
Acute climate risks Chronic climate risks
Drought Extreme Heat Extreme
Precipitation
High Winds Severe
Storms
Wildfires
Average Temperature
Increase
Average Precipitation
Increase
Sabodala
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
Ity
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
Lafigué
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
Houndé
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
Mana
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
2025
2027
2030
2040
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
48 Endeavour Mining plc Annual Report 2025
Acute climate risks refer to sudden, extreme events that cause immediate damage or disruption. Chronic climate risks refer to long-term, ongoing changes in climate patterns that gradually affect systems over time.
ò
Very high
ò
High
ò
Moderate
ò
Low
ò
Very low
Increasing
Constant
Decreasing
Transition risks
We closely monitor transition risks that could arise
from a global shift to a low-carbon economy.
In the short term we recognise the risk of
evolvingdisclosure requirements and stakeholder
expectations. We manage compliance with emerging
climate regulations and reporting standards by
closely monitoring and maintaining alignment with
recognised frameworks, including TCFD and IFRS S1
and S2.
In the medium term, regulatory policies such as
carbon pricing mechanisms or stricter emissions
limits in our operating jurisdictions could increase
costs or impose new requirements on our operations.
We actively monitor policy developments and maintain
dialogue with authorities to stay ahead of regulatory
changes. Our decarbonisation initiatives serve to
mitigate these transition risks by reducing our carbon
intensity and exposure to fossil fuel volatility.
In the long term, broader market shifts such as
changing investor preferences towards low-carbon
businesses, potential higher costs for fossil fuels,
ortechnological shifts in the energy or transport
sectors could impact our financial performance.
Endeavour’s goal of Net Zero by 2050 and to reduce
our reliance on fossil fuel-based products positions
us to meet market expectations for our business to
remain resilient through the global energy transition.
Opportunities
The transition to a low-carbon economy also creates
significant opportunities for Endeavour.
In the short to medium term, we can realise cost
savings and efficiency gains by improving energy
efficiency and integrating renewable energy solutions
at our mine sites. For instance, reducing diesel
consumption through operational efficiencies not
only cuts emissions but also lowers fuel costs.
Opportunities, like the installation of a 37 MWp solar
photovoltaic plant at our Sabodala-Massawa mine,
are already demonstrating lower operating costs via
cheaper solar power.
In the medium term, advancements in lower or zero
emissions mining technology present opportunities
to further displace our fossil fuel requirements and
reduce our operating costs as these technology
solutions become commercially viable.
In the long term, meeting our stakeholders’
expectations and supporting our host countries’
climate objectives by maintaining our strategy
aligned with global climate goals, may present
further overall business opportunities.
Transition risk and opportunities scenario-based
assessment
We have assessed the likelihood, consequence and
significance of our transition risks and opportunities
against two carbon emission scenarios that represent
both a ‘soft transition’, which is an extension of
current and planned policies and technological trends,
and is consistent with an implied global temperature
rise of +3˚C (International Energy Agency (IEA) – Stated
Energy Policies Scenario), and a ‘hard transition’,
which is an ambitious scenario consistent with limiting
global temperature rise to 2˚C or less (IEA – Net Zero
Emissions by 2050 scenario).
Policy and
Legal
Risk
Increases in fuel excise taxes, an
implicit form of carbon pricing, could
increase the cost of fuel and thus
increase costs of production.
Moderate Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We are taking action to significantly reduce
ourusage of fossil fuel-based products to
minimise potential impacts.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Risk
Climate change-related litigation
brought against the Company and/
orgovernment.
Low
Short
IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We comply with all climate-related disclosure
frameworks and have implemented policies
that align with global commitments, such as
the Paris Agreement.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium
IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long
IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Risk
Policy misalignment where international
and/or national policies are not aligned
with the goals and requirements of
Endeavour or the wider mining industry.
Moderate Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We monitor policy developments across
ouroperating jurisdictions and maintain
engagement with relevant authorities and
industry bodies to anticipate potential
misalignment and adapt our strategy and
planning accordingly.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Type Risk /
opportunity
Description Sensitivity Time Period Scenario
See page 56
Response
Likelihood Consequence Significance
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
49 Endeavour Mining plc Annual Report 2025
Likelihood Consequence Significance
Unlikely
ò ò ò ò
Minor
ò ò ò ò
Low
ò ò ò
Low
ò ò ò ò
Low
ò ò ò ò
Medium
ò ò ò
Moderate
ò ò ò ò
Moderate
ò ò ò ò
High
ò ò ò
High
ò ò ò ò
High
ò ò ò ò
Technology
Risk
Unsuccessful investment in new
technologies.
Low Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We regularly conduct cost-benefit analyses and
align our investments with clear and measurable
sustainability targets. We assess and validate the
performance, scalability and cost-effectiveness of
new technologies before full-scale
implementation.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Risk
Substitution of existing
products and services with lower
emission options resulting in write-
offs and early decommissioning of
existing assets and/or higher supply
chain costs.
Low Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We are integrating low-carbon solutions across
our operations to reduce our reliance on fossil
fuel-based products. We are collaborating with
our supply chain partners to reduce emissions
and secure cost-effective sustainable inputs.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Opportunity
Substitution of existing products and
services with lower emission options
resulting in lower costs of production.
High Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
Technology with lower emissions has the
potential to lower operating costs and increase
overall profitability. Fuel displacement
technologies and self-generation of renewable
energy at our operations can be cheaper than
using hydrocarbon energy.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Opportunity
Gold can play a vital role in
technologies that may help facilitate
the transition to a low-carbon future.
High Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
Increased demand for gold in future
technologies could increase the value of the
commodity.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Markets
Risk
Decreased availability of financial
products and investment in high
emitting industries and organisations
could result in challenges attracting
investment and higher costs
offunding.
Low Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We have aligned our strategy with global
sustainability frameworks such as the Paris
Agreement and Net Zero commitments. Wehave
set clear emissions reduction targets and
transparently report on progress towards
achieving a low-carbon operation.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Risk
Competition from lower carbon
options.
Low Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We continue to advance our decarbonisation
roadmap to reduce emissions intensity and
strengthen asset resilience, while benchmarking
our performance against peers to ensure
alignment with evolving market expectations
andlower-carbon alternatives.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Type Risk /
opportunity
Description Sensitivity Time Period Scenario
See page 56
Response
Likelihood Consequence Significance
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
50 Endeavour Mining plc Annual Report 2025
Markets
Risk
Failure of domestic and international
policymaking to deliver effective
carbon markets resulting in increased
cost and reduced availability of
carbon credits.
Moderate Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
Our focus is on primary initiatives to decarbonise
our operations rather than rely on secondary
carbon markets. We have developed an internal
carbon pricing mechanism to integrate the cost of
carbon into our decision-making processes,
incentivise emissions reductions across our
operations, and prepare for potential future
regulatory requirements.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Opportunity
Gold’s risk-return profile and its
sensitivity to climate-related physical
and transition risks looks relatively
robust, particularly in comparison
tomany other mainstream assets.
Gold may have a role as a climate
riskmitigation asset in long-term
investment strategies.
High Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
Increased demand for gold in future
technologies could increase the value of the
commodity. Heightened market volatility and
uncertainty from climate-related risks are likely
to be supportive of further investment demand
for gold, as its roles as a risk hedge, portfolio
diversifier and market insurance asset are
wellestablished.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Reputation
Risk
Company economics may
benegatively impacted by
capital providers that assign
acapitalcost carbon premium.
Moderate Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We are actively implementing solutions to
transition to low-carbon operations by investing
in energy efficiency, renewable energy
solutions, and emissions reduction
technologies, supported by emissions
reduction targets.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Risk
Risk of not meeting the Company’s
ESG and decarbonisation
commitments due to a lack of
investment in measures to reduce
emissions.
Low Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We remain committed to reducing our
emissions and have incorporated emissions
reduction performance into executive
performance incentives to drive accountability
and ensure leadership commitment to
delivering on ESG goals.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Risk
A shift in investment towards low-
carbon and climate resilient
businesses as well as increased
scrutiny from investors for businesses
not having and/or meeting a science-
based Net Zero target.
Low Short IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
We maintain clear and transparent
communication of our progress against our
decarbonisation roadmap and targets through
our public annual sustainability reporting,
which is aligned with TCFD and other ESG
frameworks.
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Medium IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Long IEA STEPS
ò ò ò ò ò ò ò ò ò ò ò
IEA NZE
ò ò ò ò ò ò ò ò ò ò ò
Type Risk /
opportunity
Description Sensitivity Time Period Scenario
See page 56
Response
Likelihood Consequence Significance
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
51 Endeavour Mining plc Annual Report 2025
Climate strategy and financial planning
In response to climate-related risks and
opportunities we have integrated decarbonisation
and climate resilience into our core business plans.
Our corporate strategy includes emissions reduction
targets along with a detailed decarbonisation
roadmap that aligns with Transition Plan Taskforce
(TPT) frameworks to guide our capital allocation,
long-term planning and operational
improvementdecisions.
Our decarbonisation roadmap focuses on five
keylevers:
– connecting our sites to national grids
– integrating renewable energy
– improving operational efficiency
– transitioning to alternative fuels
– electrifying our mining fleet (longer term)
Our strategy prioritises structural abatement over
theuse of offsets. We will only consider the use of
credible, high-integrity carbon offsets as an ancillary
solution, primarily in the case of residual emissions
that are technically or economically unfeasible
toeliminate. Our investments will focus first on
initiatives that are most likely to achieve real,
measurable reductions in absolute emissions.
Significant initiatives that we have implemented to
date, such as the owner-operated solar power plant
at our Sabodala-Massawa mine and the integration
of national grid power at our Burkina Faso and
Côted’Ivoire operations, demonstrate our efforts to
successfully reduce emissions while enhancing
operational efficiency and cost resilience.
Recognising that climate change presents both
financial risks and opportunities, we integrate
decarbonisation considerations into our financial
planning and broader investment strategy to ensure
that our assets remain competitive and resilient in
alow-carbon future.
This is particularly relevant in West Africa, where
electricity and fuel costs are material and where
renewable energy integration and electrification
candeliver both emissions reductions and
operational efficiencies.
Decarbonisation-related investments are assessed
using the same financial discipline as other capital
projects. Initiatives are prioritised based on cost-
effectiveness, contribution to emissions reduction
targets, operational benefits and strategic alignment.
Evaluation criteria include expected financial
returns,implementation feasibility, risk profile
andalignment with broader stakeholder and host-
country objectives.
Financial impact of physical climate risks
Assessing the financial implications of climate-
related risks and opportunities is an important part
of understanding how climate change may affect
ourbusiness.
Our climate risk analysis evaluates the potential
financial impacts across the Group, providing
stakeholders with a clear view of our resilience
andcapacity to adapt.
Following our assessment of the intermediate
scenario, we have concluded that currently the
overall financial impact of climate change on our
business is low.
Climate strategy resilience
Our climate risk strategy is designed to remain
resilient under a range of climate scenarios, including
a 2°C or lower scenario, consistent with the Paris
Agreement. We conduct scenario analyses to assess
the potential impacts of differing temperature
pathways and policy environments, with findings
embedded into our strategic planning and risk
management activities.
Our 2°C aligned planning includes focusing on
renewable energy integration, energy efficiency and
reduced reliance on fossil fuels to support both
emissions reduction and cost resilience, whilst
ourrisk management frameworks ensure that our
operations remain resilient under higher emissions
or delayed transition pathways.
We also evaluate how emerging low and zero
emissions technologies may enhance our resilience
over time by reducing operating costs and improving
long-term competitiveness as these technologies
mature and become commercially viable. We
maintain ongoing engagement with equipment
manufacturers and technology providers to
supportour readiness to adopt new technologies
when appropriate.
To strengthen decision-making under uncertainty,
weapply an internal shadow carbon price of
US$100/tCO₂e when evaluating decarbonisation
initiatives and climate-related capital projects. This
enables us to account for potential future carbon
regulation and prioritise investments that deliver
both emissions reductions and financial value,
helping to ensure our strategy remains resilient
inanevolving regulatory and market landscape.
Endeavour remains committed to long-term
valuecreation and the transition to a lower carbon
business model. We believe that our strategy
remains resilient against future uncertainties
andstrengthens our position as a sustainable
andresponsible gold producer in the gold
miningindustry.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
52 Endeavour Mining plc Annual Report 2025
Drought
Prolonged dry conditions may reduce water availability for
processing, affect haulage efficiency through increased
dust and visibility constraints and increase indirect costs
linked to community water and livelihood pressures.
Low to Moderate Water balance monitoring, maximising water recycling, alternative water supply
identification, dust suppression systems, adaptive haulage controls and
proactive community engagement on water management.
Extreme Heat
More frequent and intense heat events may impact
workforce health and increase energy consumption for
cooling, leading to reduced productivity and higher
operating costs over time.
Moderate Occupational health protocols, hydration and cooling measures, energy-
efficient equipment deployment, and monitoring of heat exposure thresholds.
Extreme Precipitation
Extreme rainfall and severe storm events may disrupt
mining activities through localised pit inundation, reduced
mine access, erosion and increased infrastructure
maintenance, leading to production delays and higher
operating and rehabilitation costs. Extreme rainfall may
also impact pit wall stability and TSF structural safety
margins, incurring additional capital costs to rectify.
High Wet-season preparedness planning, enhanced drainage and dewatering
capacity, pit slope and sediment control measures, routine TSF monitoring
andinspection procedures, flexible production scheduling, and flood
responseprocedures.
High Winds and Severe Storms
Severe storm and high wind events may temporarily
disrupt operations, damage infrastructure and affect
supply chains, leading to short-term production impacts
orcapital repairs.
Low to Moderate Infrastructure design standards that account for extreme weather, upgraded
drainage and wind protection, contingency planning, production flexibility
across sites and supplier engagement to improve supply chain resilience.
Wildfires
Wildfires pose a persistent risk to infrastructure,
rehabilitation outcomes, biodiversity and surrounding
communities, particularly in savannah and
forestedregions.
Moderate Vegetation management, firebreak maintenance, on-site fire-fighting
responsecapability and rehabilitation practices designed to reduce long-term
fire exposure.
Average Temperature Increase
Gradual increases in average temperatures may affect
equipment performance and reliability, potentially
increasing maintenance requirements over the long term.
Low Preventative maintenance programmes, equipment specifications suited to
operating climates, and selective deployment of cooling and protective
systems where required.
Average Precipitation Increase
Sustained increases in rainfall could, over time, place
pressure on tailings storage capacity and increase
workforce health risks associated with vector-borne
diseases such as malaria.
Low Tailings monitoring and capacity planning, TSF water recycling strategy, routine
inspections, health surveillance, malaria prevention programmes, and
workforce awareness initiatives.
Risks and Impacts Financial Risk
Category
1
Long Term Potential Financial Impact (total for all sites) Mitigations and Adaptation Actions
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
53 Endeavour Mining plc Annual Report 2025
Potential financial impact
ò
<$0.5 million
ò
$0.5 million to $3.0 million
ò
$3.0 million to $5.5 million
ò
$5.5 million to $13.0 million
ò
>$13.0 million
q.............................q
q....q
q........q
q.........................q
q.................q
q...........q
q..............................q
1. Financial risk categorisation reflects the assessed financial impact on the business and may therefore differ from the physical risk categorisation presented on page 48.
Our decarbonisation progress
In 2025 we revised and updated our decarbonisation
roadmap to align with TPT guidelines and to reflect
amore grounded and operationally informed view
ofwhat can be delivered within the evolving realities
of our business and the external environment we
operate in. This review included a comprehensive
reassessment of our emissions reduction strategy
following several years of operational change, market
development and evolving understanding of our
climate-related risks and opportunities.
Our pathway towards our 2030 emissions reduction
target is built around a focused programme of near-
term, asset-level initiatives that aim to reduce our
operational dependence on fossil fuels and integrate
renewable power into our energy mix. We have
prioritised initiatives that are practical, technically
proven and cost-effective, recognising the need for
tangible progress.
During the year we continued to make progress
across all our decarbonisation levers. In Burkina
Faso, we expanded our renewable electricity sourcing
programme through the procurement of renewable
energy attributes (I-RECs) from additional solar
photovoltaic facilities, including Zina Solar PV and
Gonsin Solar PV, alongside existing sourcing from
Zagtouli Solar PV. As a result, our operations in
Burkina Faso achieved zero Scope 2 emissions
during 2025, reflecting increased access to
renewable electricity and supporting national
renewable energy development.
At the operational level, we continued to implement
initiatives aimed at reducing diesel and on-site power
generation. During the year, we completed an
expansion of the internal electricity distribution
network at Ity, extending grid-supplied power to the
Leplaque mining area and displacing electricity
previously generated by mobile diesel gensets.
As part of our alternative fuels workstream
wecompleted a trial of a diesel fuel additive on
Endeavour-operated equipment, which delivered
promising results, including a potential reduction
indiesel consumption of greater than 2%. We are
currently assessing how this solution can be scaled
across our mobile fleet, subject to further validation
and operational considerations.
In parallel, we continued engagement with utility
providers, equipment manufacturers and technology
partners to assess options for further integrating on-
site renewable energy and evaluating emerging low-
emissions technologies as they become
commercially viable. This approach supports longer-
term optionality and helps position our assets to
adopt new technologies when appropriate.
We also made significant progress in addressing
Scope 3 emissions through enhanced supplier
engagement as part of our Sustainable Suppliers
Programme. During the year, we established
astrategic partnership with Schneider Electric to
provide our suppliers with access to decarbonisation
resources, including educational webinars and
advisory support. This initiative is designed to build
capability across our value chain and support
emissions reduction efforts beyond our
directoperations.
Dependencies and challenges
The delivery of our energy transition strategy and
progress towards our climate-related targets will be
dependent on a wide range of factors, some of which
will be beyond our control. These include market,
policy, and technological developments, and the
progress of our customers and suppliers towards
decarbonisation of their own operations, products
and services. We will keep our performance and
approach under review, taking into account all
relevant business considerations.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
54 Endeavour Mining plc Annual Report 2025
Our Scope 1 and 2 medium-term energy transition strategy
Working to reduce our Scope 1 and 2 emissions intensity
2022 2023 2024 2025
Emissions
Growth
Grid
Connections
Renewable
Energy
Operational
Efficiency
Alternative
Fuels
Hybrid &
Electric
Fleet
2030
0
100
200
300
400
500
600
700
800
(30)%
(kgCO
2
e/oz Au)
OUR ESG STRATEGY
Partners in creating a sustainable future
PAGES 18-21
l
Group emissions intensity
l
Projected increase in unabated emissions intensity
by 2030
l
Projected emissions intensity reduction from
abatement initiatives by 2030
l
Projected emissions intensity by 2030
– Based on our current operational portfolio comprising, Sabodala-Massawa, Ity, Lafigué, Houndé, Mana &
explorationactivities.
Risk management
Climate-related risk assessment framework
We have established a structured framework for
identifying and assessing our climate-related risks
using a combination of quantitative and qualitative
approaches. Climate risks are assessed annually
through site-level evaluations and enterprise-wide
analysis, covering physical and transition risks
across short, medium and long-term horizons.
Thisframework enables the consistent identification
of material climate-related risks and supports the
integration of climate considerations into strategic
and operational decision-making.
Our assessment process incorporates scenario
analysis, including a 2°C or lower pathway, to
understand how different climate futures may affect
our operations and value chain. Outputs from the
scenario analyses are used to evaluate the potential
operational, financial and strategic impacts and to
support prioritisation of risk management actions
atboth site and corporate levels.
Physical climate risks are assessed using
astructured methodology that evaluates both
historical climate trends and future climate
projections under various climate scenarios,
capturing both event-driven climate risks (acute
risks) and longer-term shifts in climate patterns
(chronic risks).
Data is integrated from leading scientific bodies
such as the Intergovernmental Panel on Climate
Change (“IPCC”), the World Bank Climate Change
Knowledge Portal (“CCKP”), and Climate Score
Global by Jupiter Intelligence.
The analysis utilises three primary climate scenarios
from the IPCC’s Sixth Assessment Report (AR6),
known as Shared Socioeconomic Pathways (“SSP”).
These scenarios represent plausible futures under
different emissions trajectories as follows:
SSP1 – RCP 2.6: An optimistic scenario in which
global CO
2
emissions are drastically reduced
reaching Net Zero after 2050 thanks to an evolution
of societies towards environmental and social
sustainability and temperatures stabilise around
1.8°C more by the end of the century.
SSP2 – RCP 4.5: An intermediate scenario in which
CO
2
emissions hover around current levels before
starting to decline mid-century but fail to reach
NetZero by 2100. Socio-economic factors follow
their historical trends without significant changes.
Progress towards sustainability is slow, with
development and income growing unevenly. In this
scenario, temperatures rise by 2.7°C by the end
ofthe century.
SSP5 – RCP 8.5: A high-emissions scenario where
current CO
2
emission levels roughly double by 2050.
The global economy is growing rapidly, but this
growth is fuelled by fossil fuel exploitation and high-
intensive lifestyles energy. By 2100, the global
average temperature will be as much as 4.4°C
higher.
Projections are assessed across three distinct time
horizons: short-term (2027), medium-term (2030),
and long-term (2040), describing different stages
ofthe operation’s lifespan within the context of
Endeavour’s overall asset base.
To analyse historical climate trends, the assessment
uses data sourced from the ERA5 reanalysis
dataset, which provides high-resolution climate
records covering surface air temperatures,
precipitation patterns, and extreme weather
conditions to support evaluation of long-term
climatetrends.
To assess chronic risks, a climatic characterisation
and analysis of possible future climate trends is
carried out at the regional level. For future climate
projections, the assessment uses data from the
Coupled Model Intercomparison Project Phase 6
(“CMIP6”), the most up-to-date climate model
ensemble endorsed by the IPCC.
Acute physical climate risks are assessed using
Climate Score Global v3.2 by Jupiter Intelligence to
quantify climate-related risks at any given location
globally, predicting how future climate conditions
influence the intensity or frequency of extreme
meteorological events or natural disasters, such
asfuture floods, extreme heat events, droughts
andwildfires. The tool employs respected climate
models, machine learning, land use and elevation
data, as well as models for hydrology, wildfire and
severe weather.
The following table lists the relevant climate
hazardsconsidered in the acute physical climate
riskassessment, along with the metrics selected
tocharacterise each risk:
Risk Metric
Drought
Months per year where the rolling six-month average Standardised Precipitation
Evapotranspiration Index is below -2.
Extreme Heat
1
An aggregate measure comprising of:
– Days per year with temperature >35°C.
– Number of days per year where the Wet-Bulb Globe Temperature (WBGT)
exceeds 32°C.
– Annual sum of the daily mean temperature minus 18°C indicating a need for
air conditioning.
Extreme Precipitation
Maximum daily total water equivalent precipitation (in mm) experienced at the
100-year return period.
High Winds
Maximum one-minute sustained wind speed (in km/hr) experienced at the
100-year return period.
Severe Storms
Number of days per year where environmental conditions are conducive to
severe thunderstorm formation.
Wildfires
Mean annual probability of a major wildfire (i.e., a wildfire with the potential to
cause structure loss) either originating or propagating into the 90 metre cell the
asset is located within.
A comprehensive site specific physical climate-
related risk register is compiled that includes the
likelihood of each climate hazard, as well as the
sensitivity of the site to be affected by the hazard,
the potential impact of the climate hazard upon the
operation, and the adaptive capacity of the operation
to adjust to climate hazard-related events, mitigate
potential damages, and to take advantage of
opportunities or to cope with the consequences.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
55 Endeavour Mining plc Annual Report 2025
1. Extreme heat metrics have been expanded to include measures that correlate to occupational health exposure and energy
implications to provide a more operationally relevant measure of risk.
Transition risks and opportunities that have
apotential wider impact on our business are
assessed using a scenario-based approach
toevaluate how changes in climate policy,
regulation,energy markets, technology and
stakeholder expectations may influence our
operations and strategy over the short, medium
andlong-termhorizons.
This assessment is carried out in accordance
withthe Equator Principles 4 (“EP4”), which refers
tothe recommendations of TCFD as the framework
to guide the conduct of a climate transition
riskassessment.
The following scenarios selected for the transition
risk assessment are derived from the IEA GEC
Model, incorporating global and country-level policy
considerations relevant to the Group’s multi-
jurisdictional operating footprint.
Net Zero Emissions by 2050 Scenario: The
International Energy Agency’s (“IEA”) Net Zero
Emissions (“NZE”) by 2050 Scenario is
apathwaywhereby global CO
2
emissions
acrosstheenergy sector achieve Net Zero by
2050,whilstsimultaneously achieving drastic
improvements inairquality and universal energy
access by 2030. TheNZE scenario is aligned
toanRCP 2.6 projection.
The NZE scenario assumes accelerated, economy-
wide changes to limit global warming to 2°C or lower
in line with the Paris Agreement.
Stated Energy Policies Scenario: The IEA’s Stated
Energy Policies Scenario (“STEPS”) is based on
acombination of both policies currently in place,
andthose which have been announced. Current
manufacturing capacity to produce clean energy
technologies is also factored in. The STEPS scenario
provides a sense of direction for a current business-
as usual scenario, which does not require vigorous
changes in policy and or legislation. It could serve
asa benchmark to assess political achievement in
achieving Net Zero pledges. The STEPS scenario
does not account for the introduction of any policy
that would drastically steer towards a slower rate
ofglobal warming.
The STEPS scenario represents a conservative
pathway to Net Zero in 2050. It does not assume
any uptake of increased intensity moving towards
Net Zero. As such STEPS has a lower level of
transitional risk associated with it.
Utilising these two climate scenarios, identified
transition risks and opportunities are qualitatively
assessed in terms of our vulnerability to the risk,
thelikelihood of the risk occurring, and the
magnitude of the potential impact to Endeavour.
Likelihood and consequence ratings are then
combined to assign significance for an overall risk
rating in accordance with our Corporate Risk
Management (“CRM”) standard.
Our method for assessing climate risks has
remained consistent since the previous
reportingperiod.
Climate-related risk management
Climate-related risks are managed through
acombination of site-level controls, group-wide
oversight and strategic planning processes that
utilise the outcomes from our annual climate-
riskassessments.
For physical climate-related risks, mitigation and
adaptation measures are embedded within
operational policies, procedures and management
systems. These include water stewardship and
supply planning, stormwater and drainage
management, heat and occupational health controls,
infrastructure design standards, and emergency
preparedness arrangements. Site teams maintain
climate risk registers and action plans, which
arereviewed and updated periodically to reflect
evolvingoperating conditions and updated climate
risk assessments.
For transition risks, management focuses on
maintaining a clear and credible decarbonisation
strategy supported by a detailed decarbonisation
roadmap. Emissions reduction initiatives are
integrated into business planning and capital
allocation processes, ensuring that climate
considerations are assessed alongside financial
andoperational performance.
We monitor climate-related regulatory developments,
energy market conditions and technology trends
across our host jurisdictions and engage with
utilities, suppliers and equipment manufacturers to
understand potential implications for our operations
and longer-term strategy.
We continue to engage with industry peers and
relevant stakeholders to remain informed on
emerging practices and developments in climate risk
management and low-emissions technologies. This
engagement supports knowledge sharing and helps
inform our approach to managing climate-related
risks in a manner that is appropriate for our
operating context.
Our climate-related risk management also
extends to our supply chain, where we work with
suppliers to support procurement resilience and
encourage the adoption of lower-emissions
practices. Supplier engagement is a key component
of our approach to managing Scope 3 risks, with
structured initiatives in place to improve emissions
transparency and build supplier capability across
thevalue chain.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
56 Endeavour Mining plc Annual Report 2025
Physical climate risk assessment process
Hazard Assessment
Impact Chain Analysis
Vulnerability Assessment
Identify climate
variables and
parameters
(scenarios)
Identify climate
trends and effects
(hazards)
Identify potential
impacts
Assess
likelihood and
consequence of
impacts
Assign
significance
rating for risk
Identify and
assess
receptors
(sensitivity and
adaptive)
Assign
vulnerability
rating
Risk Assessment Maturity
Quantitative
Integration of climate-related risks
Climate-related risks are integrated into Endeavour’s
overall risk management framework and are
considered alongside financial, operational and
strategic risks. Climate risks form part of the
Company’s corporate risk management process and
are subject to oversight by senior management and
the Board. This integration helps to ensures that
climate-related considerations are embedded within
decision-making processes rather than assessed
inisolation.
Climate-related risks are reviewed as part of regular
risk management cycles, where they are evaluated
for their likelihood, potential impact and interaction
with other principal risks. Outputs from scenario
analysis and site-level climate risk assessments are
incorporated into these reviews to support a forward-
looking understanding of how climate-related factors
may influence the Company’s risk profile under
different operating and market conditions.
The outcomes of these assessments inform the
prioritisation of mitigation and adaptation actions
and support coordinated risk responses across the
business. Climate-related risk considerations are
also reflected in strategic decision-making, including
the development and refinement of the Company’s
decarbonisation and resilience strategies.
Climate-related opportunities are considered
alongside risks within this integrated framework,
including opportunities to improve energy efficiency,
enhance operational resilience and reduce exposure
to climate-related disruption. Engagement with
utilities, suppliers, technology providers and other
stakeholders supports identification of relevant
opportunities and informs strategic responses
astechnologies and market conditions evolve.
Oversight of climate-related risks and opportunities
is supported by established governance and
management processes, with cross-functional input
to ensure consistency between site-level risk
management, Group strategy and longer-term
planning. In line with evolving practice, Endeavour
continues to refine its internal tools and processes
to ensure that climate-related considerations remain
embedded within risk governance and strategic
decision-making.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
57 Endeavour Mining plc Annual Report 2025
RISK MANAGEMENT AND PRINCIPAL RISKS
Effective Risk Management
PAGES 36-43
Metrics and targets
Climate-related metrics
Endeavour measures and reports Scope 1
1
, Scope 2
and Scope 3 greenhouse gas (“GHG”) emissions to
assess and monitor our climate-related performance
against our decarbonisation objectives. We use the
reporting of Scope 1 and Scope 2
2
GHG emissions
asa key performance indicator to monitor alignment
with our strategic goals and performance against
emissions reduction targets.
Our Scope 1, Scope 2 and Scope 3 emissions are
measured and calculated in accordance with the
Greenhouse Gas Protocol, developed by the World
Resources Institute (“WRI”) and the World Business
Council for Sustainable Development (“WBCSD”).
Emissions are disclosed on an absolute basis,
together with Scope 1 and Scope 2 emissions
intensity, measured as kilograms of CO₂e per ounce
of gold produced. Emissions intensity is used as
astandardised metric to track our operational
efficiency and decarbonisation progress over time.
Our Scope 1 and 2 GHG emissions inventory
iscalculated for our operations and exploration
activities in West Africa and includes the Scope 1
and 2 emissions from contractors working at these
facilities. Corporate offices, regional offices and
legacy sites contribute less than 1% of total
emissions and are excluded from the inventory on
the basis of materiality.
Scope 3 emissions are disclosed for categories 1–4,
6, 7, 9 and 10, which we have assessed as relevant
to our business activities and which together form
our Scope 3 emissions inventory.
In addition to emissions metrics, we measure
totalenergy consumption, energy intensity and
theproportion of renewable electricity within our
electricity mix to track efficiency improvements and
progress in decarbonising our power supply.
Over 99% of our emissions are from our operations
in West Africa. Our Scope 1 and Scope 2 GHG
emissions and energy consumption originating from
the UK contribute less than 1% to our total and are
immaterial compared to the Group as a whole.
Climate-related targets and progress
We have established climate-related targets to
support the transition to a lower-carbon operating
model. Our long-term objective is to achieve net zero
Scope 1 and Scope 2 emissions by 2050, and we
have set a medium-term target to reduce Scope 1
and Scope 2 emissions intensity by 30% by 2030,
relative to a 2022 baseline
3
. These targets are
aligned with the goals of the Paris Agreement to limit
global warming to below 2°C.
In 2025, Scope 1 and Scope 2 emissions intensity
reduced to 572 kgCO₂e/oz Au, compared with
631kgCO₂e/oz Au in 2024.
While regional grid electricity availability continues to
present challenges in parts of West Africa, increased
sourcing of grid electricity from renewable sources
and the contribution of self-generated solar power at
Sabodala-Massawa supported a reduction in overall
Group emissions intensity.
Across the Group, the proportion of renewable
electricity within our electricity mix increased to
37%in 2025, reflecting continued integration
ofrenewable energy across our operations.
We continue to progress our approach to Scope 3
emissions through supplier engagement. During
2025, we engaged with over 40% of our tier 1
suppliers on decarbonisation initiatives and
capability building, exceeding our engagement
objective of 30% for the year. In 2026 we aim to
expand our engagement to over 50% through our
Sustainable Suppliers Programme.
Our emissions targets and decarbonisation efforts
form part of our executive short-term and long-term
incentive plans with emissions intensity used as a
key performance indicator to reinforce accountability
and support progress towards our longer-term
climate objectives. For further information see the
Remuneration report on page 93.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
58 Endeavour Mining plc Annual Report 2025
1. Endeavour’s Scope 1 emissions originate from the combustion of fossil fuels and include the gases CO
2
, CH
4
and N
2
O.
2. Endeavour uses the market-based method for Scope 2 reporting and emissions reduction targets.
3. Endeavour considers 2022 as the baseline year for its GHG emissions and client-related targets as it represents
astable and representative year for our operations, following a period of significant portfolio changes in prior years,
including acquisitions and divestment. Endeavour’s baseline emissions intensity in 2022 was 585 kgCO₂e/oz Au.
Scope 1 and 2 emissions
In 2025, our total Scope 1 and Scope 2 absolute
emissions (market-based) decreased by 0.5% year-
on-year, from 695,654 tCO₂e in 2024 to
692,085tCO₂e.
2025 marked the first full year of operations at
boththe Lafigué operation and the Sabodala BIOX
expansion, which were commissioned in mid-2024
and resulted in increased operational activity and an
expected associated increase in emissions. Despite
this higher level of activity, overall Group emissions
declined, supported by continued progress in
decarbonisation and the increased adoption of
renewable energy within our electricity mix.
Our Scope 1 emissions decreased to 618,263 tCO₂e
in 2025, down from 646,163 tCO₂e in 2024,
representing a reduction of 4.3%. This decrease was
primarily driven by a reduction in fossil-fuelled power
generation across the portfolio. Greater utilisation
ofgrid electricity, together with the contribution from
the 37MWp solar PV plant at Sabodala-Massawa,
reduced our overall fuel consumption for power
generation. These reductions more than offset
theincrease in energy demand associated with
afullyear of production from recently
commissionedassets.
By contrast, Scope 2 emissions (market-based)
increased to 73,822 tCO₂e in 2025, compared with
49,491 tCO₂e in 2024, an increase of approximately
49%. This increase was driven by higher electricity
consumption from the grid as operations continued
to substitute on-site fossil-fuelled power generation
with grid-supplied electricity. While this shift supports
reductions in Scope 1 emissions, it results in higher
reported Scope 2 emissions on a market-based
basis where grid electricity consumption is not fully
matched with renewable electricity sourcing.
Scope 2 emissions (location-based) increased to
171,800 tCO₂e in 2025, from 110,861 tCO₂e in
2024. This change was influenced by both increased
grid electricity consumption and the continued
carbon intensity of regional electricity grids in parts
of West Africa, where fossil fuels remain a significant
component of power generation.
Group emissions intensity (market-based)
improvedin 2025. Emissions intensity decreased to
572kgCO₂e per ounce of gold produced, compared
with 631 kgCO₂e/oz Au in 2024, representing
areduction of 9.2%. This improvement was
supported by increased adoption of renewable
electricity, both on-site and off-site, and the
continued focus on targeted initiatives to reduce
fossil-fuel reliance and improve energy efficiency
across the portfolio.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
59 Endeavour Mining plc Annual Report 2025
Unit 2025 2024 2023 2022
Scope 1 emissions tCO
2
e 618,263 646,163 498,134 534,918
Scope 2 emissions (market-based
1
) tCO
2
e 73,822 49,491 129,494 135,590
Scope 2 emissions (location-based
2
) tCO
2
e 171,800 110,861 129,494 135,590
Scope 1 and 2 emissions (market-based
1
) tCO
2
e 692,085 695,654 627,627 670,509
Group emissions intensity (market-based
1
) kgCO
2
e/oz Au 572 631 586 585
1. Scope 2 market-based emissions are calculated using a combination of the IEA 2025 Emissions Factors dataset and
renewable energy credits obtained in the markets where Energy Attribution Certificates are available. The residual energy
mix emissions factors within these markets are not made available by the energy providers.
2. Scope 2 location-based emissions are calculated using solely the IEA 2025 Emissions Factors dataset.
585
586
631
572
466 465
586
511
118 121
45
61
2022 (Baseline)
2023 2024 2025
0
250
500
750
Endeavour Scope 1 and 2 emissions intensity (kgCO
2
e/oz Au)
l
Scope 1
l
Scope 2
A breakdown of Scope 1 and 2 emissions by mine
Scope 1
2025
618.3 ktCO
2
e
Scope 1 Emissions (tCO
2
e)
2024
2025
l
Sabodala-Massawa
238,699
191,669
l
Ity
135,967
116,547
l
Lafigué
69,317
100,490
l
Houndé
118,772
119,022
l
Mana
73,858
77,958
l
Exploration
9,550
12,577
Scope 2 Emissions (tCO
2
e)
2024
2025
l
Sabodala-Massawa
—
—
l
Ity
25,959
39,997
l
Lafigué
14,559
33,825
l
Houndé
7,454
—
l
Mana
1,519
—
l
Exploration
—
—
Scope 2
2025
73.8 ktCO
2
e
Energy usage
In 2025, our total energy use increased to
10,180,511 GJ, compared with 9,972,890 GJ
in2024, representing an increase of 2.1%. This
increase reflects the first full year of operations at
both the Lafigué operation and the Sabodala BIOX
expansion, which were commissioned in mid-2024
and contributed additional energy demand across
the portfolio.
Despite higher absolute energy use, energy intensity
improved in 2025. Energy intensity decreased by
6.9% to 8.4 GJ/oz Au, compared with 9.0 GJ/oz Au
in 2024. This improvement was supported by
operational stabilisation following the commissioning
of growth projects, increased reliance on grid-
supplied electricity, and the growing contribution
ofrenewable energy within our electricity mix.
Electricity usage
Total electricity consumption increased to
735.2GWh in 2025, from 617.8 GWh in 2024,
reflecting higher operational throughput and
agreater proportion of electricity used in place
of on-site fossil-fuelled power generation. Purchased
gridelectricity accounted for 373.3 GWh, up from
251.7 GWh in 2024, increasing the share of
purchased electricity from 41% to 51% of total
electricity consumption. This shift aligns with our
strategy to reduce reliance on diesel-fired generation
where grid electricity is available.
The contribution of renewable electricity increased
significantly during the year. Renewable electricity
sourced through purchased electricity increased to
226.3 GWh, compared with 147.4 GWh in 2024,
while self-generated renewable electricity increased
to 47.2 GWh, reflecting a full year of generation from
the 37MWp solar PV plant at Sabodala-Massawa.
Asa result, total renewable electricity consumption
increased to 273.5 GWh in 2025, compared with
147.6 GWh in 2024, increasing the proportion of
renewable energy within our electricity mix from
24%to 37%.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
60 Endeavour Mining plc Annual Report 2025
6.8
7.5
9.0
8.4
2022
(Baseline)
2023 2024 2025
l
Group Energy Intensity 2022 6.8
l
Group Energy Intensity 2023 7.5
l
Group Energy Intensity 2024 9.0
l
Group Energy Intensity 2025 8.4
Endeavour Group energy intensity
(GJ/oz Au)
7,748
8,028
9,973
10,181
2022
(Baseline)
2023 2024 2025
Endeavour Group energy consumption (TJ)
l
Sabodala-Massawa (SEN) 2,852
l
Ity (CIV) 2,036
l
Lafigué (CIV) 1,739
l
Houndé (BF) 2,079
l
Mana (BF) 1,298
l
Exploration 176
Energy Intensity (GJ/oz Au)
Energy Use (TJ)
Energy Use
1
Unit 2025 2024
3
2023 2022
Energy Use TJ
2
10,181 9,973 8,028 7,748
Energy Intensity GJ/oz Au 8.4 9.0 7.5 6.8
1. Energy consumption represents the total amount of energy used across the group from all energy sources, including diesel, heavy
fuel oil, gases, explosives and electricity.
2. Energy use for the Group in 2025 is equivalent to 2,827,919,770 kWh. Energy consumed in the UK comprises less than 1% of
our Group energy use and is excluded from this total on the basis of materiality.
3. Prior year energy and electricity figures have been restated following the identification and correction of calculation error. The
revisions do not affect the Group’s overall decarbonisation strategy or previously disclosed emissions values.
Electricity Sources Unit 2025 2024
1
2023
1
2022
Purchased Electricity MWh 373,318 251,664 279,441 240,103
Purchased Electricity-Renewable MWh 226,333 147,375 52,335 40,094
Purchased Electricity-Non Renewable MWh 146,985 104,289 227,107 200,010
Self Generated Electricity MWh 361,916 366,110 219,342 207,321
Self Generated Electricity-Renewable MWh 47,157 245 — —
Self Generated Electricity-Non Renewable MWh 314,759 365,865 219,342 207,321
Total Electricity MWh 735,234 617,774 498,783 447,424
Total Renewable Electricity MWh 273,490 147,620 52,335 40,094
Renewable Electricity in Electricity Mix % 37% 24% 10% 9%
1. Prior year energy and electricity figures have been restated following the identification and correction of calculation error.
Therevisions do not affect the Group’s overall decarbonisation strategy or previously disclosed emissions values.
Scope 3 emissions
Scope 3 emissions represent indirect emissions that
occur across our value chain and are not included in
Scope 1 or Scope 2. We capture eight of the fifteen
Scope 3 categories that have been assessed as
relevant to our business activities, and these
categories form our Scope 3 emissions inventory.
Our Scope 3 emissions are calculated in alignment
with globally recognised frameworks, including the
Greenhouse Gas Protocol, to support consistency
and transparency in reporting.
We continue to review and refine our Scope 3
calculation methods and emissions sources to
improve the accuracy and completeness of our
inventory. During 2025, this included a re-evaluation
of the emissions factors used for our activity data
inputs to ensure alignment with recognised life cycle
inventory databases, including ecoinvent 3.11. In
particular, an updated emissions factor for cyanide
resulted in a marked increase in reported emissions
within Category 1 (purchased goods and services).
We are also progressing efforts to incorporate
agreater proportion of primary supplier emissions
data into our accounting framework. While primary
data currently represents approximately 1% of total
Scope 3 emissions, we continue to engage with our
tier 1 suppliers through our Sustainable Suppliers
Programme to improve data quality over time.
In 2025, total Scope 3 emissions increased to
817,060 tCO₂e, compared with 621,310 tCO₂e in
2024, representing an increase of approximately
32%. The primary driver of this increase was the first
full year of operation at both the Lafigué operation
and the Sabodala-Massawa BIOX expansion, which
were commissioned in mid-2024. With all major
projects operating for a full year and construction
activity largely completed, emissions profiles shifted
across key categories.
Category 1 emissions increased to 579,928 tCO₂e
in2025, compared with 304,369 tCO₂e in 2024,
reflecting higher procurement of goods and services
associated with steady-state operations across
theexpanded portfolio, as well as the updated
emissions factor applied to cyanide. By contrast,
Category 2 emissions (capital goods) decreased
significantly to 40,550 tCO₂e, from 112,347 tCO₂e
in2024, consistent with reduced capital purchasing
following the completion of major construction
activities. Category 3 emissions remained broadly
stable at 172,020 tCO₂e, as the anticipated
increase associated with a full year of operations
was offset by progress in decarbonisation and
increased sourcing of renewable energy.
Emissions across other Scope 3 categories showed
only minor changes and remained immaterial relative
to Categories 1–3. Category 10 emissions increased
by a substantial proportion after receiving primary
supplier emissions data but the overall increase to
total Scope 3 emissions is marginal.
While the increase in overall Scope 3 emissions is
notable, it is broadly consistent with the transition
from construction to full operational activity across
our growth projects. We continue to focus on
improving data quality, supplier engagement and
transparency as key levers for managing Scope 3
emissions over the medium and long term.
Scope 3 emissions category (tCO
2
e)
Scope 3 emissions category
2025 2024 2023 2022
Category 1 – purchased goods and services
579,928 304,369 217,311 194,123
Category 2 – capital goods
40,550 112,347 50,860 16,529
Category 3 – fuel and energy-related activities
1
172,020 173,602 140,337 128,029
Category 4 – upstream transportation and distribution
14,223 21,362 26,689 9,273
Category 6 – business travel
6,131 5,950 7,125 5,246
Category 7 – employee commuting
3,156 3,267 3,867 3,664
Category 9 – downstream transportation and distribution
300 343 293 320
Category 10 – processing of sold goods
753 70 69 74
Total Scope 3 Emissions
817,060 621,310 446,552 357,259
Scope 3 Emissions from Operations
817,060 534,971 404,504 357,259
Scope 3 Emissions from Construction Projects
— 86,339 42,047 —
1. Category 3 emissions are calculated using market-based Scope 2 totals for energy-related activities.
OVERVIEW
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FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Task Force on Climate-related Financial Disclosures Report 2025
Continued
61 Endeavour Mining plc Annual Report 2025
Endeavour Group Scope 3 emissions 2025
l
Category 1 579,928 tCO
2
e
l
Category 2 40,550 tCO
2
e
l
Category 3 172,020 tCO
2
e
l
Category 4 14,223 tCO
2
e
l
Category 6 6,131 tCO
2
e
l
Category 7 3,156 tCO
2
e
l
Category 9 300 tCO
2
e
l
Category 10 753 tCO
2
e
Endeavour Group Scope 3 emissions 2025
l
Sabodala-Massawa (SEN) 219,600 tCO
2
e
l
Ity (CIV) 223,700 tCO
2
e
l
Lafigué (CIV) 117,216 tCO
2
e
l
Houndé (BF) 126,750 tCO
2
e
l
Mana (BF) 106,898 tCO
2
e
l
Corporate, Regional & Exploration 22,896 tCO
2
e
71%
5%
21%
2%
1%
27%
3%
27%
14%
16%
13%
817.1 ktCO
2
e 817.1 ktCO
2
e
Produced to comply with sections 414CA and 414CB of the Companies Act 2006. The information listed is incorporated by cross-reference.
Reporting requirement Relevant policies and standards Relevant information
Anti-bribery and anti-corruption Anti-Bribery & Anti-Corruption Policy
Code of Business Conduct & Ethics
Supplier Code of Conduct
Whistleblower Policy
Information related to policies and standards, pages 63 to 64
Governance, pages 65 to 107
Business model Business model, page 12
Climate-related financial disclosures Environmental Policy
Biodiversity Policy
Information related to policies, pages 63 to 64
TCFD disclosure, pages 46 to 61
Sustainability Report https://www.endeavourmining.com/esg/esg-
reporting/
Employees Environmental Policy
Sustainability Policy
Harassment Prevention Policy
Diversity Policy
Information related to policies, pages 63 to 64
Social (or employees), page 23
Environmental matters Environmental Policy
Social Responsibility Policy
Tailings Management Policy
Energy Management Policy
Information related to policies, pages 63 to 64
TCFD disclosure, pages 46 to 61
Human rights Human Rights Policy
Modern Slavery Statement
Supplier Code of Conduct
Code of Business Conduct & Ethics
Information related to policies and standards, pages 63 to 64
Non-financial KPIs Strategic progress, pages 14 to 17
Reconciliation of non-GAAP measures to IFRS in Financial review,
pages178 to 182
Principal risks and impact on business activity Risk management, pages 36 to 43
TCFD disclosures, pages 46 to 61
Social matters Social Performance Policy Information related to policies, pages 18 to 20
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Group Non-financial and sustainability information statement
62 Endeavour Mining plc Annual Report 2025
Anti-Bribery and Anti-Corruption Policy
The policy confirms our zero-tolerance approach to bribery and corruption and sets out the commitment of the Company and its representatives to conducting business in an honest and
ethical manner, reflecting the highest standards of integrity and compliance with applicable laws. The policy is posted on our website and includes guidance on identifying and avoiding
improper payments. Our employees are made aware of all the Group policies, including this policy through the onboarding process, and training on an annual basis. Third-party compliance
with this policy is mandated in our contracts.
Biodiversity Policy
The policy underscores the Company’s dedication to responsible mining, ensuring sustainable value for shareholders, host countries and communities. It has been developed as
acomponent of the Environmental Policy to support the Company in its efforts to comply with its commitment to integrate biodiversity into land use planning, mine planning, and
rehabilitation. The Group commits to transparently communicating biodiversity impacts, management approach, and progress to external stakeholders.
Code of Business Conduct & Ethics
This Code of Business Conduct and Ethics represents our commitment to act in accordance with our values and policies, going above and beyond legal requirements in all aspects of
ourbusiness. It requires our Directors, employees, and representatives to maintain the highest level of integrity in their dealings with each other and with the public. The Code promotes
honest and ethical conduct in the way we do business, outlining our commitments to our people, HSE, anti-bribery and anti-corruption, the environment, social engagement with our
communities and data management. All our directors and employees are required to provide an annual compliance certificate of the Code and all the Group policies.
Diversity Policy
This policy recognises that a diverse and talented workforce is a competitive advantage and states that we consider highly qualified individuals at all stages of employment, while aiming
topromote diversity including of race, gender, religion, ethnic origin and disability. A separate Board diversity policy highlights our commitment to the representation of women and ethnic
minorities at senior levels. We have increased our reporting on diversity throughout the organisation to identify opportunities to increase diversity in the workplace.
Energy Management Policy
The purpose of this policy is to set out the Group’s commitment to achieving a reduction in its carbon emissions, with the aim of achieving Net Zero by 2050 and a 30% reduction in
emissions intensity by 2030. Under this policy the Group commits to procuring energy in compliance with the Responsible Gold Mining Principles and complying with all applicable legal
and other requirements related to energy management and improving energy efficiency.
Environmental Policy
This policy sets out our objectives for sustainable development, with a focus on protecting the environment, efficient management of the exploration and extraction of mineral resources,
and the sustainable use of resources for the benefit of all stakeholders. Our values are based on "zero harm" environmental management and we are required to comply with relevant
laws and regulations or the relevant industry standards. We consider environmental issues in our decision-making and our longer-term business strategies. We ensure that internal and
external stakeholders are aware of this policy and the applicable responsibilities.
Harassment Prevention Policy
This policy highlights our commitment to maintaining a work environment that respects all individuals, regardless of their age, race, gender, religion or any other characteristic. The Group
is dedicated to fostering a culture of non-discrimination, where all individuals are treated with fairness and dignity. Harassment or discrimination of any nature is unacceptable and will not
be tolerated.
Human Rights Policy
This policy sets out our commitment to respecting human rights in the broadest sense, which is an essential part of our ethos. We identify and prioritise the most salient human rights
issues that are at most risk of adverse impact through our operations and keep them under review. We respect the values, religious beliefs, traditions and cultures of the communities
inwhich we operate, as well as their entitlement to sanitation and clean drinking water, and their rights to land ownership. We also comply with all applicable labour, child labour, modern
slavery, and employment laws and international standards. Furthermore, we uphold the right to freedom of expression, and ensure safe and non-discriminatory working conditions for our
people. Our commitment to conducting regular assessments and audits of this policy underscores our commitment to these principles.
Modern Slavery Statement
This statement, made annually in response to section 54(1) of the UK Modern Slavery Act 2015 and and the Canadian Fighting Against Forced Labour and Child Labour in Supply Chains
Act, outlines the steps taken by Endeavour to identify and mitigate the risk of modern slavery in our business and supply chain. Our commitment is highlighted in our other policies and the
due diligence completed on our suppliers, including the incorporation of a modern slavery clause in all new contracts.
Safety and Health Policy
This policy supports Endeavour’s highest priority on safety and health our in work practices and systems. We are committed to complying with all occupational health and safety laws, or
inthe absence of such standards, leading industry practices. Appropriate training and protective equipment are provided to ensure safe work environment. Safety is a shared responsibility
at all levels of the Group, through participation in safety inspections, training, reporting and grievance mechanisms. Safety discussions are held at every level of the Group – daily pre-start
safety meetings within each department, weekly HSE meetings with management and monthly safety toolbox meetings. Safety is a central focus during our monthly operational reviews.
Relevant policies and standards
1,2
Information related to policies, any due diligence progress and the outcome
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Non-financial and sustainability information statement
Continued
63 Endeavour Mining plc Annual Report 2025
Sanctions Policy
This policy outlines the Company's commitment to complying with all applicable economic sanctions and trade control laws, rules and regulations, as well as identifying and managing the risks
of any breaches. We will not conduct business in, or engage with governments of countries subject to comprehensive sanctions, or with any individuals or businesses that are subject to
economic sanctions. A screening process has been implemented to ensure compliance with this policy.
Social Performance Policy
This policy highlights our commitment to making a meaningful contribution to the people in the countries in which we operate and to fostering resilient and self-sustaining communities.
Weaim to equip people with the skills and knowledge they need to prosper. Through our operations, and interactions with all stakeholders, we demonstrate our respect for individuals,
customs and beliefs.
Supplier Code of Conduct
This Code outlines the conduct expected of our suppliers, including their subcontractors and sets out the ethical standards that they must adhere to and be assessed against. These are
consistent with Endeavour's own Code of Business Conduct and Ethics and policies as described herein. We conduct due diligence on all third parties we engage with to ensure they are
aware of and comply with our policies.
Tailings Management Policy
The Group commits under this policy to comply with all applicable national or local governmental statutes, laws and regulations in the jurisdictions in which it operates concerning tailings
facilities. It outlines the Group’s effort to align with relevant international conventions and industry standards, such as the Global Industry Standard on Tailings Management (“GISTM”)
andthe World Gold Council. The policy further states that the Group designs its TSFs in line with industry best practices and in accordance with relevant industry guidelines such as the
International Commission on Large Dams (“ICOLD”), the Australian National Committee on Large Dams (“ANCOLD”) and the Canadian Dam Association (“CDA”). The Group also
acknowledges the sensitivity around water management and aims to return water to the tailings facilities. Additionally, it develops emergency preparedness, management and
responseplans.
Water Management Policy
This policy outlines the Group’s commitment to water stewardship, recognising water as a vital shared resource and a fundamental human right. The policy aims to minimise the impact
ofwater management activities, mitigate long-term adverse effects, and ensure sustainable water resources for local communities even after operations cease. Additionally, the Group is
committed to ensuring that all communities affected by its projects and relevant stakeholders are aware of this policy and the responsibilities it entails.
Whistleblower Policy
This policy describes the confidential and anonymous process available for individuals to report violations of Group policies and/or the Code of Business Conduct and Ethics. It is
communicated to all Directors and employees, through multiple channels, including electronically on our website, on social media and on posters at all of our sites. All whistleblower
complaints are received by the Audit Committee Chair directly who, in collaboration with the Legal Compliance Team, determines the appropriate action to be taken. There are no adverse
consequences for anyone who makes a whistleblower complaint in good faith. A summary of the whistleblower complaints made, the actions taken and outcomes are reviewed by the
Audit and Risk Committee at least quarterly.
1. Complete policy is available on the Endeavour website (www.endeavourmining.com).
2. Additional disclosures included in our 2025 Sustainability Report.
Relevant policies and standards
1,2
Information related to policies, any due diligence progress and the outcome
This Strategic Report has been prepared in accordance with the requirements of the Companies Act 2006, has been approved and signed on behalf of the Board.
Srinivasan Venkatakrishnan
Chair
4March 2026
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Non-financial and sustainability information statement
Continued
64 Endeavour Mining plc Annual Report 2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
65 Endeavour Mining plc Annual Report 2025
GOVERNANCE
REPORT
In this section
66 Chair’s introduction to governance
68 Our Board and our Executive
Management Team
70 Our governance framework
76 Stakeholder engagement in
compliance with s172 Statement
77 Employee and stakeholder
engagement
78 Corporate Governance and
Nominating Committee report
80 Audit and Risk Committee report
88 Technical, Health and Safety
Committee report
89 Environmental, Social and
Governance Committee report
90 Directors’ Remuneration
Committeereport
93 Annual report on remuneration
99 Remuneration at a glance
108 Directors’ report
113 Directors' Responsibility statement
Dear Shareholders,
I am pleased to introduce our Governance Report
forthe year ended 31 December 2025.
Your Board is responsible for ensuring that strong
corporate governance and compliance practices are
upheld throughout the Group. We work to ensure
theGroup’s long-term sustainable success for the
benefit of our shareholders and other stakeholders,
as we continue to fulfil our responsibilities to, and
share value with, all our stakeholders, particularly
those in our host countries and communities.
Our approach to governance enables the Board to
provide leadership, set the Group’s strategic aims
and risk appetite, and lead by example in respect
ofEndeavour’s purpose, culture, values and
ethicalpractices.
As I have outlined in my letter on page 8, the
Company has continued to make great strides in
itsoperational capabilities and as a Board we are
proud of the commitment of management, under
IanCockerill’s leadership, to reinforcing an ethical
and empowering culture at Endeavour, underpinning
astrong operational and financial performance.
The Board is guided in its approach to corporate
governance by the UK Corporate Governance Code
2024 (“UK Code”) and the Canadian National Policy
58-201 – Corporate Governance Guidelines as
acompany listed in both Toronto and London.
Weknow how important it is to our investors that
wedemonstrate, and live by, a strong culture of
compliance to underpin and deliver excellent results.
We are pleased to report that, as at 31 December
2025, the Company has applied the principles and
complied with the provisions outlined in the UK Code,
with the exception of Provision 41 where we partially
comply. More details are provided on page 106.
Safety and wellbeing
The safety of our workers is of paramount
importance to us and we strive for continuous
improvement in our safety record. The Directors,
through the Technical, Health and Safety Committee
are informed of Health and Safety performance at
each meeting. On each site visit, the safety
procedures demonstrated and observed are
akeyfocus.
This year, we report zero fatalities and three lost
time injuries, resulting in a reduced LTIFR of 0.07
from 0.13 in 2024. However, our Group TRIFR
increased from 0.73 in 2024 to 0.99 in 2025,
abovethe target set for the year. Although our
TRIFRremains lower than the industry benchmark,
and can be attributed in part to increased reporting
of incidences, management continues to adopt
initiatives for improving safety leadership. These
have included measures specifically aimed at
preventing hand injuries and fatigue and steps
tobetter manage hazardous waste.
As a Board we were pleased with management’s
work to deliver Endeavour’s third Mine Rescue
Competition at Sabodala-Massawa mine. For the first
time, external mining companies from Burkina Faso,
Côte d’Ivoire and Ghana were invited, reinforcing our
regional leadership in emergency preparedness
andresponse.
Beyond safety, we continue to develop initiatives to
improve the health and wellbeing of our people and
their families, enhancing their overall experience in
the workplace and ensuring that we maintain our
standing as an employer of choice. This ultimately
ensures the resilience of the Company in the long
term and is consistent with our values.
In 2025 the LeadHER programme was launched
todevelop a strong pipeline for senior operational
roles and support women in these under-represented
fields, whilst ensuring we deliver promotions based
on merit. We have continued to address diversity
and equity in the workplace with the introduction
ofapaternity leave policy and dedicated diversity
training. In our communities the Health Caravan
programme was repeated by management in 2025
as well as a specialised Health Caravan for mothers
and their children in our communities.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Chair’s introduction to governance
66 Endeavour Mining plc Annual Report 2025
This has been a year of operational
focus and excellence, ensuring that
results for our stakeholders which
hasincluded record free cash flow
generation, are sustainably delivered,
asthe business positions itself for
future growth.
Srinivasan Venkatakrishnan
Chair
Endeavour has continued its malaria community
health programme throughout 2025. The Board was
very pleased to see further improvements in the
Group’s malaria incidence rate, with a 73% decrease
across our sites in 2025 compared with 2024,
despite an extremely rainy wet season.
Culture, and values
One of the Board’s key responsibilities is to
assessand monitor culture and how the desired
culture has been embedded. Inputs used by the
Directors to assess culture include whistleblowing
reports, Code of Business Conduct and Ethics
compliance reports, talent assessment, Health and
Safety reports, responses to Internal Audit reports
and the corresponding outstanding actions, and
workforceremuneration.
Policies reserved for Board approval include
theCode of Business Conduct & Ethics and the
whistleblowing policy, which serve as foundational
tools to promote the desired culture. We engage
regularly and directly with senior management,
givingus the required insight to be able to assess
the culture present in the organisation which is set
by tone from the top.
In 2025, we have continued to oversee the delivery
of an ethical and transparent culture, based on the
Code of Business Conduct and Ethics, under the
sponsorship of our Executive Committee. Training
onthe Code of Business Conduct and Ethics has
continued, completed by over 95% of the workforce.
We have been pleased to observe increased
awareness of the Code of Conduct and the adoption
of good, transparent and compliant business
practices evidenced through every day actions
throughout the organisation. Our Audit and Risk
Committee considers any breaches of this Code
andthe consequences to ensure that we future-proof
the organisation with an empowering culture,
ensuring that Endeavour remains an attractive place
to work and to do business with.
As a Board, we need to fully understand employee
sentiment in order to effectively monitor culture
across the Group. Having taken steps in 2023 and
2024 to receive feedback from our people at all
levels of seniority within the organisation, the Board
and senior management considered the themes
emerging from these surveys during a detailed
Q&Asession with the assistance of Retensa, the
independent third party that conducted the surveys.
During this session an action plan was agreed which
focuses on improving employee engagement through
consistent organisational job grading, improving
communications on the incentives to ensure these
are well understood and appreciated across the
Group, and rolling out recognition initiatives to
ensure the appreciation of our employees is truly
feltand communicated.
Board visit to Sabodala-Massawa
In November, Board members accompanied by
members of the Executive Committee, visited the
Sabodala-Massawa complex for an in-depth review
ofoperations, exploration potential, and the long-
term outlook of the mine. During the visit we were
reminded of the potential the asset holds, with the
ongoing integration of Massawa deposits into the
consolidated mine plan, the plans for
underground mining at Golouma and the significant
exploration upside across the district extending
minelife and quality for the long term. Each visit to
site reinforces the importance of having boots on the
ground, as a Board, to better understand the team’s
key priorities and operational realities, further
strengthening the strategic link between site-level
operations and Group governance.
Strategy
The Board continued to direct the corporate strategy
of the Company as it ended 2025 in a very strong
position, fully funded to ensure the next phase of
growth, including through the development of tier 1
organic projects. This included engagement on the
corporate risk matrix and, reinforcing operating
discipline, including as to costs, as well as
considering and approving an expanded exploration
strategy aimed at adding new resources and
reserves, including in prospective new jurisdictions.
A dedicated two-day strategy session was held with
management in September 2025.
Board changes
In 2025, there were no changes to our Board
composition and we planned for its future formation,
looking beyond the end of Livia Mahler’s nine year
tenure at the upcoming AGM in 2026. This allowed
us to plan composition, in an orderly fashion, in
respect of the tenures represented on our Board
andwere able to identify skills which would be
required in the future.
Following an independent search process in 2025,
we were delighted to welcome Alison Henwood to
theBoard in January 2026. Alison is a great addition
to the Board, bringing nearly 30 years of finance
andsustainability skills and experience in the
extractiveindustry.
Livia’s contribution to the Board and the committees
of which she has been a member, and her
leadership as Chair of the Remuneration Committee,
has been invaluable. We thank her and wish her
every success in her new chapter.
The Board is proud of its diversity and the strength
ofdecisions made with the plurality of experience
and backgrounds of its members. We are pleased
tolead by example with over 40% female
representation, and 33% female representation on
the Executive Committee. More detailed information
on Board and Executive Committee diversity, along
with our compliance with UK Listing Rule 6.6.6R(9),
is outlined pages 72 to 74.
Board performance review
In 2025, our Board performance review was
undertaken by Lintstock, signatories to the
independent board reviewers code. Their report
showed improvement across a number of KPIs from
2022, when the last external review was completed,
and the Board was assessed as effective. Updates
on our progress based on the actions outlined in
the2024 report and the identified actions from
the2025 review are set out in the Corporate
Governance and Nominating Committee section
ofthis report on page 78.
The Governance Report which follows sets out our
approach to governance and the areas of focus for
the Board and the Committees during the year.
Itoutlines the decisions we have made, taking into
consideration our duties to all our stakeholders
under s.172 of the Companies Act 2006, which is
vital for us to remain cognisant of, as part of our
operation in host nations.
Srinivasan Venkatakrishnan (Venkat)
Chair
4March 2026
OVERVIEW
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GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Chair’s introduction to governance
Continued
67 Endeavour Mining plc Annual Report 2025
BOARD ENGAGEMENT OUTCOMES
Decisions based on stakeholder insights
PAGE 23
CULTURE
We assess, monitor and embed culture through the 4Ps values
PAGE 23
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GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our Board
68 Endeavour Mining plc Annual Report 2025
Committee key
Audit and Risk Committee Corporate Governance and Nominating Committee Remuneration Committee
ESG Committee Technical, Health and Safety Committee Denotes Chair of Committee
OUR BOARD
The Board’s skills and experience are set out on page 74.
Youcan find more details on our Board members by visiting:
www.endeavourmining.com/about-us/our-leadership/
Srinivasan
Venkatakrishnan
(“Venkat”)
Chair
Appointment
05/2022
External
appointments
BlackRock World
Mining Trust plc;
Wheaton Precious
Metals Corp.
Key experience
Wealth of mining
and financial
experience gained
by leading global
mining businesses
in a career spanning
17 countries and
sixcontinents.
Ian Cockerill
Chief Executive
Officer
Appointment
05/2022
External
appointments
IPulse Inc;
ArgoNatural
Resources Ltd
Key experience
50 years of
experience in the
global natural
resources industry,
holding CEO, NED
and Chair positions
at leading global
mining companies.
Alison Baker
Senior Independent
Director
Appointment
03/2020
External
appointments
Helios Towers plc;
Rockhopper
Exploration plc;
Capstone Copper
Corp.; Central Asia
Metals plc.
Key experience
Former Big 4 audit
partner; 25 years’
experience providing
audit, capital
markets, and
assurance services
to mining and
energy sectors.
Catherine (“Cathia”)
Lawson-Hall
Independent
Non-Executive
Director
Appointment
09/2023
External
appointments
Universal Music
Group N.V
Vivendi S.A.
Eurazeo
Havas N.V.
Key experience
Over 25 years of
experience in
investment banking,
debt capital markets
and finance
inAfrica.
Livia Mahler
Independent
Non-Executive
Director
Appointment
10/2016
External
appointments
Earth Dynamics.ai
Key experience
14 years’
experience
developing
exploration
technologies in
natural resources
and 20 years’
experience in
venture capital.
Sakhila Mirza
Independent
Non-Executive
Director
Appointment
09/2022
External
appointments
Responsible Gold
Key experience
20 years'
experience in
theenergy and
commodities
industry with a focus
on governance,
sustainability and
supply chains.
John Munro
Independent
Non-Executive
Director
Appointment
05/2024
External
appointments
Foran Mining
Corporation
Key experience
30 years of global
experience in mining,
incorporating
anumber of senior
executive roles,
leading mining
operations and
businesses in Africa
and around the
world, in a range
ofcommodities.
Patrick Bouisset
Non-Executive
Director
Appointment
05/2023
External
appointments
None
Key experience
Over 30 years of
experience in mining
and oil and gas
exploration and he
retired from his
executive role at
Endeavour in
December 2022.
Naguib Sawiris
Non-Executive
Director
Appointment
11/2015
External
appointments
Orascom Investment
Holding S.A.E.; La
Mancha Resource
Capital LLP; G
Mining Ventures
Corp; In2Metals
Holding Limited.
Key experience
Extensive board
leadership with
expertise in
investment finance
and global business.
Alison Henwood
Independent
Non-Executive
Director
Appointment
01/2026
External
appointments
Umicore SA.
Key experience
Deep financial
expertise, leading
global teams, and
supporting business
transformation.
Brings core
capability in risk
management
andaudit, listed
company
governance, strategy
and sustainability.
Ian Cockerill
Chief Executive Officer
Guy Young
Executive VP and Chief Financial Officer
Djariatou Traore
Executive VP Operations and ESG
Martin White
Executive VP and Chief Technical Officer
Guénolé Pichevin
Executive VP Strategy and Business
Development
Appointment to ExCom role
01/2024
Appointment to ExCom role
03/2023
Appointment to ExCom role
01/2023
Appointment to ExCom role
06/2022
Appointment to ExCom role
01/2023
Qualifications
B.Sc. (Hons) Geology, University of London;
MSc Mineral Production Management, Royal
School of Mines, Imperial College London;
AMP in Business Administration, Templeton
College Oxford
Qualifications
South African Institute of Chartered
Accountants
Qualifications
B.Sc. Business Administration, Université de
Tours; B.Sc International Business, New
Jersey; Executive MBA, School of Business
Darden, University of Virginia
Qualifications
B.Sc (Hons) Mining Engineering, University
of Nottingham; PhD Mining Engineering
(Rock Mechanics), University of Nottingham
Qualifications
Masters in Finance, EDHEC Business
School
Sonia Scarselli
Executive VP Exploration
David Dragone
Executive VP HR and Communication
Samantha Campbell
Executive VP and Group General Counsel
Pascal Bernasconi
Executive VP Public Affairs, Security and
Social Performance
Appointment to ExCom role
01/2025
Appointment to ExCom role
01/2023
Appointment to ExCom role
09/2024
Appointment to ExCom role
06/2016
Qualifications
MSc Geological Sciences, Università degli
Studi di Perugia; PhD Geology, ETH Zürich;
Masters in Business Administration,
London Business School
Qualifications
MSc in Economics from
University of Paris I: Panthéon-Sorbonne;
Masters in Human Resources from
Paris-Pantheon-Assas University
Qualifications
M.A. (Hons), Modern History and Russian
Language and Literature, Edinburgh
University; Admitted as a Solicitor
(England& Wales)
Qualifications
PhD Chemistry, Nancy-Université
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our Executive Management team
69 Endeavour Mining plc Annual Report 2025
OUR EXECUTIVE COMMITTEE
See more details on each of our ExCom members by
visiting: www.endeavourmining.com/about-us/our-
leadership/
THE BOARD
The Board delegates certain matters and oversight of principal risks to its Committees. Across the Board’s Committees, responsibilities focus on providing independent oversight and advice to support long-term strategy
and governance. Committees review policies, risks, resources and performance, ensure regulatory compliance and consider benchmarking to aim for best practice. Committees promote transparency, accountability,
effective risk management, leadership succession, sustainability, and alignment with shareholder and stakeholder interests. All of these responsibilities are laid out in full in the terms of reference on our website.
CORPORATE GOVERNANCE AND
NOMINATING COMMITTEE
– Regularly review the Board and
Committee structure, size, skills,
experience, and diversity.
– Identify and nominate candidates
for Board vacancies for approval.
– Develop and oversee the induction
programme for new NEDs.
– Ensure orderly succession for
Board and Executive roles and
foster a diverse talent pipeline.
– Recommend Directors’ re-election
at the AGM per the UK Code.
– Manage and review Board
performance reviews and monitor
follow-up actions.
– Oversee corporate governance
matters.
– Maintain the Board Terms of
Reference and Corporate
Governance Guidelines.
AUDIT AND RISK COMMITTEE
– Assess the appropriateness of
Group financial reporting, including
the adequacy of disclosures and
accounting judgement and whether
narrative reporting is fair balanced,
and understandable.
– Review the security and outcomes
of whistleblowing procedures.
– Oversight of the maintenance of
Company procedures, systems and
controls for detecting fraud and the
prevention of bribery, including
reports on non-compliance.
– Assess the effectiveness of anti-
money laundering systems, policies
and controls.
– Oversee the performance of Internal
Audit, ensuring independence and
sufficient resources.
– Oversee the performance and
ensure the independence and
objectivity of external auditor.
– Oversee internal control systems
and risks, assessing the
effectiveness of the internal control
system to report to the Board.
TECHNICAL, HEALTH AND SAFETY
COMMITTEE
– Consider project development and
construction planning, including
economic analyses.
– Review exploration programmes,
project development, construction,
permitting, and mining operations,
validating technical aspects.
– Oversee the design, construction,
operation, monitoring, and audit of
tailings storage facilities, ensuring
industry compliance.
– Review updates on technical,
health, and safety performance
andadvise management as
appropriate.
– Annually review mineral reserves
and methodologies.
– Benchmark technical policies,
systems, and monitoring
processes.
– Assess adequacy of financial,
technical, and human resources
forexploration, development, and
mining, reporting to the Board.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE COMMITTEE
– Provide oversight and guidance
tosenior management on ESG
strategy and implementation to
enhance long-term shareholder
value and stakeholder interests.
– Set ESG targets for senior
management, track progress,
andreport results to the Board.
– Guide senior management on
emerging ESG issues and
regulatory requirements.
– Annually review and update ESG-
related policies, processes, and
systems.
– Review and recommend the
Sustainability Report to the Board.
– Assess environmental and
community performance and
recommend improvements.
– Evaluate and report to the Board on
resources for developing, training,
and managing personnel to
advance ESG goals.
REMUNERATION COMMITTEE
– Set and maintain appropriate
remuneration policies for Directors
and senior executives, aligned with
the Company’s strategy, risk
appetite, and culture.
– Approve salaries, incentives, and
long-term shareholding schemes
tosupport performance and
shareholder alignment.
– Establish and monitor annual
performance targets for Senior
Management, ensuring
achievement and accountability.
– Oversee workforce remuneration
practices to promote sustainable
success.
– Plan for orderly succession to
senior management positions.
– Ensure all policies comply with
theUK Code, legal and regulatory
requirements, Canadian securities
law, and relevant governance
guidance.
PAGES 78-79
PAGES 80-87
PAGE 88
PAGE 89
PAGES 90-107
EXECUTIVE COMMITTEE
The Board has delegated the responsibility for the delivery of the Group strategy and the day-to-day executive management of the business to the CEO, who leads the Executive Committee to deliver this strategy.
TheExecutive Committee has a proven track record of value creation, an ability to operate consistently, to optimise mining operations, to build mining projects and has significant exploration knowledge and capabilities.
DISCLOSURE COMMITTEE
The Disclosure Committee is a management committee which comprises three of the following, depending on the topic: Chief Executive Officer, Chief Financial Officer, General Counsel and Company Secretary,
ChiefTechnical Officer, EVPOperations and ESG, Head of Secretariat and Governance, and VP Investor Relations.It is responsible for mitigating risks relating to regulatory disclosure and controlling inside information
whereit occurs. TheCommittee implements the disclosure procedures of the Company, and in particular those procedures which identify inside and materialinformation, and the circumstances in which information
shouldbe disclosed, having regard to the UK Market Abuse Regulation obligations.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our governance framework
70 Endeavour Mining plc Annual Report 2025
BOARD COMMITTEE OVERSIGHT OF RISKS
The Board Committees oversee the principal risks of the Company, giving specific consideration to them within the context of the scope of the particular Committee and its area of expertise.
The Principal Risks are allocated per Committee and each Committee considers the likelihood and impact of each risk on the Group and its stakeholders and advises the Board accordingly. Part of this risk assessment
involves challenge and assessment of the mitigating actions being applied by management as well as the likelihood of further external developments which would augment the impact on the Company.
CORPORATE GOVERNANCE AND
NOMINATING COMMITTEE
– Human Capital Risk, particularly
focusing on succession planning
and talent and retention risk at
Board and ExCom level
– Board composition and tenure risk,
monitoring retirement(s) and
resignation(s) to ensure orderly and
seamless transitions
This Committee assesses matters
arising where they present any risks
to compliance with corporate
governance, and also considers
workplace culture, including diversity
and oversight of the relevant
workplace policies.
AUDIT AND RISK
COMMITTEE
– Geopolitical Risk
– Environmental Risk
– Macroeconomic Risk
– Concentration Risk
– Legal and Regulatory Risk
– Cyber Security Risk
This Committee has overarching
responsibility for risk, including the
Group’s processes of identifying
andmanaging risks, as well as
specific oversight of the above.
This includes oversight of the annual
testing of material controls in place
tomitigate the Group’s risks.
TECHNICAL, HEALTH AND SAFETY
COMMITTEE
– Security Risk
– Geopolitical Risk
– Environmental Risk
– Supply Chain Risk
– Operational Performance Risk
– Capital Projects Risk
– Concentration Risk
– Tailings Management Risk
This Committee also assesses
andmonitors the emerging risk
ofIllegal Mining.
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE COMMITTEE
– Environmental Risk
– Licence to Operate Risk
– Tailings Management Risk
This Committee also assesses and
monitors the emerging risk of Climate
change, as well as associated
matters related to bio-diversity.
REMUNERATION
COMMITTEE
– Human Capital Risk, particularly
focusing on succession planning
and talent and retention risk and
alignment across the workforce
This Committee also assesses
andmonitors any risks posed by
remuneration policies, including
conduct risk and risks relating to
remuneration practices.
HUMAN CAPITAL RISKS
PAGE 42
PRINCIPAL RISKS
PAGES 39-43
PRINCIPAL RISKS
PAGES 39-43
PRINCIPAL RISKS
PAGES 40-43
HUMAN CAPITAL RISKS
PAGE 42
EXECUTIVE COMMITTEE
The Executive Committee continually assesses risks and controls as part of its regular review of matters arising in the business. The Executive Committee is collectively and individually responsible for bringing any
significant changes to the existing Emerging Risks and new EmergingRisks to the Board’s attention via the Committees. Endeavour’s Executives and their senior management team take steps to mitigate risks both
through direction to their teams based on external inputs, and through oversight and monitoring of internal processes via the appropriate controls.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our governance framework
Continued
71 Endeavour Mining plc Annual Report 2025
The Board
Matters reserved for the Board
There is a schedule of matters reserved for the Board’s decision which
isthe basis of the business’s delegated authority framework. You can
find the reserved matters matters in the Board’s Terms of Reference,
onourwebsite.
Balance of independence
The Board currently comprises the Chair, six independent Non-Executive
Directors (“NEDs”), two non-independent Non-Executive Directors
andone Executive Director, the CEO. We have considered the
circumstances ofeach Director against the definitions set out in the
UKCode and concluded that the Chair and the Non-Executive Directors
declared as independent remain independent. Following the AGM in
2026, when Livia Mahler steps down, the Board will remain majority
independent.
La Mancha nominees to the Board
The Company is party to a relationship agreement with La Mancha Holding
S.Á.R.L. and La Mancha Investments S.Á.R.L (together “La Mancha”) (the
“Relationship Agreement”). The Relationship Agreement provides that,
forso long as La Mancha and its associates hold an interest, that in
aggregate: (a) is equal to or greater than 15% of the issued ordinary share
capital of the Company, La Mancha shall have the right to appoint two
Directors to the Board; or (b) is equal to or greater than 10% but less than
15% of the issued ordinary share capital of the Company, La Mancha shall
have the right to appoint one Director to the Board.
As announced in early January 2026, La Mancha reduced its
shareholding in the Company from c. 15% to 10.11%. Throughout 2025
and at the time of publication, both Patrick Bouisset and Naguib Sawiris
were nominated to the Board by La Mancha and accordingly, they are not
considered independent. In the event that La Mancha’s holding remains
at between 10% and 15% at the publication of the 2026 AGM Notice,
LaMancha will have the right to nominate one director only.
The Corporate Governance and Nominating Committee therefore
considered the contribution of Patrick Bouisset on the basis he would
notbe a La Mancha nominee. This Committee considered that, given
histechnical expertise and close knowledge and familiarity with assets
ofthe Company, which would be valuable in guiding management in their
Exploration Strategy 2030 and the development of Assafou, he should be
retained as a Non-Independent NED. The Board supported this approach,
and Patrick will therefore be nominated at the 2026 AGM as a Non-
Independent Director. For more information on the Relationship
Agreement please see page 111.
Conflicts of interest
Directors have a statutory duty to avoid situations in which they have or
could have, a direct or indirect interest that conflicts or may conflict with,
the interests of the Company. Directors have a duty to disclose such
conflicts to the Board and are expected to report changes in their business
and professional affiliations or responsibilities to the Company Secretary
and to the Chair of the Corporate Governance and Nominating Committee.
Where any conflicts do arise, or may reasonably be expected to arise,
Directors must report any such matters to the Company Secretary and to
the Chair of the Corporate Governance and Nominating Committee. The
Company’s Articles of Association give the Directors authority to approve
such situations, subject to such conditions or limitations as the Directors
may resolve and there is no breach of duty by a Director if the relevant
situation has been authorised in advance by the Board.
Each Board meeting starts with a prompt to declare any conflicts with the
business of the meeting and where there are conflicts declared, NEDs
have been recused accordingly.
Time commitment and external appointments
Implementation of the Company’s strategy has involved significant Board
level commitment from Directors in recent years. Committee obligations
can also be demanding, owing to the need for regular support of the
many strategic and specialist initiatives.
Endeavour’s NEDs’ letters of appointment require that they devote
sufficient time to meet the expectations of their roles, noting that the
Company’s growth strategy means that demands on Directors’ time may
be greater than at other comparable companies.
Directors are required to advise the Chair of the Board and the CEO in
the first instance, before obtaining Board approval, prior to accepting
adirectorship of any other company.
The Corporate Governance and Nominating Committee annually
assesses whether Directors have met their obligations and have
committed sufficient time to the Company. This assessment considers:
i. their other time commitments given their external appointments,
ii. their contributions to Endeavour,
iii. the overall expected time commitment and
iv. likely spare capacity available for extra meetings if required.
In last year’s report, we highlighted Cathia Lawson-Hall’s external
appointments and the careful consideration of any overboarding
concerns. We are pleased to report that her time commitment and
attendance in Endeavour’s Board meetings as well as her role as
Committee Chair and Employee Engagement Director remain unaffected
by her other roles. Cathia has confirmed that she will retire from her
role with Vivendi S.A. in April 2026.
During the year, Alison Baker was invited to join Central Asia Metals Plc
which would result in her holding non-executive roles at four listed
companies, two of which are AIM listed. She advised that she will step
down from Rockhopper Exploration plc at the 2026 AGM. The Board
therefore carefully assessed the demands on her time and her ability
toeffectively discharge her duties to Endeavour and were comfortable
given the limited time period during which she was expected to hold five
mandates. Alison’s attendance and time dedicated to Endeavour has
been unaffected by this additional appointment.
Therefore, having performed this assessment, we are satisfied that
none of our Non-Executive Directors are overboarded and that they all
fall within the recommended limits set out by our investors. This is
further supported by a very strong attendance record we have seen
atallCommittee, Board and ad hoc meetings.
Director support and access to advice
All Directors have unencumbered access to the advice and support
ofthe General Counsel and Company Secretary, have the right to raise
any concerns at Board meetings, and can ask for any such concerns
tobe recorded in the Board minutes.
The Board has also adopted guidelines, in accordance with the UK
FRC’s Guidance on Board Effectiveness, to enable Directors to obtain
independent professional advice at the Company’s expense.
Board induction
The Corporate Governance and Nominating Committee, through the
Company Secretary, oversees the tailored induction and educational
programme of all new Directors, in close coordination with the CEO.
The purpose of the programme is to ensure that all Directors have a clear
and appropriate understanding of the duties of the Board and its members,
and the Company’s:
– business, operations and facilities,
– key stakeholders,
– management and its professional advisers, and
– legal and regulatory environment.
Directors are provided with a comprehensive compendium of
governance materials. A session is then held with the Company
Secretary, providing the new Director with the opportunity to ask any
questions or express any concerns.
New Directors meet one-on-one with each of the Executive Committee
to engender familiarity with their portfolio, current focus areas, and to
help develop professional relationships. Other senior managers are
usually involved in these discussions to build up a full picture of the
organisation, as well as to get a feel for the culture of the Group.
Feedback from recent NEDs is sought to continually improve the
induction programme. The programme is adapted to reflect the
particular Director’s areas of expertise and the Committees that they
are joining. Directors are encouraged to visit our operational sites in
West Africa where possible in the first few months. The above process
is being followed for the induction of Alison Henwood who joined the
Board in early 2026.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our governance framework
Continued
72 Endeavour Mining plc Annual Report 2025
Attendance
Each Director has committed to attend all scheduled Board and Committee meetings and to be reasonably
available to senior management and other Directors for consultation between meetings.
The Board held eight scheduled meetings during the year. A rolling agenda and forward calendar are agreed
annually, and each Board meeting’s agenda is set with the Chair and CEO. Board papers are circulated to
all Directors in advance. If a Director cannot attend a meeting, they may review the papers beforehand,
discuss them with the Chair or CEO, and provide comments or questions.
In respect of the Board Committees, a calendar of dates and a forward planner are agreed annually.
EachCommittee meeting’s agenda is set with the Chair of the Committee and the appropriate ExCom
member. Committee papers are circulated to all Directors in advance. All Directors may attend all
Committee meetings and access all papers. The Chair attends all Committee meetings (as an invitee
wherenot a member).
Board objectives for 2025
Board nationalities
British French Canadian Egyptian
Indian Pakistani Togolese South African
Length of tenure at 31 December 2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our governance framework
Continued
73 Endeavour Mining plc Annual Report 2025
Attendance
Board
Audit and
Risk
Committee
Remuneration
Committee
Corporate
Governance
and
Nominating
Committee
Environment,
Social, and
Governance
Committee
Technical,
Health and
Safety
Committee
Venkat
8/8 – – 4/4 4/4 7/7
Alison Baker
8/8 6/6 4/4 4/4
Alison Henwood
1
– – – – – –
Cathia Lawson-Hall
8/8 – 4/4 – 4/4
Ian Cockerill
8/8 – – 4/4 7/7
John Munro
8/8 4/4 – 7/7
Livia Mahler
8/8 6/6 4/4 4/4 7/7
Naguib Sawiris
2
6/8 – – – – –
Patrick Bouisset
8/8 – – – 4/4 7/7
Sakhila Mirza
8/8 6/6 – 4/4 4/4 –
1. Alison Henwood was appointed to the Board in January 2026.
2. Naguib Sawiris was unable to make two Board meetings owing to an unavoidable conflict.
l
0-3
33%
l
3-5
33%
l
5-9
34%
The Board set the following objectives for the
2025 financial year and is pleased to have made
progress against them all:
– support the CEO in his operational and
business efficiency programmes;
– continue to consider portfolio optimisation and
strategic growth;
– continue to progress implementation of the
2021–2025 ESG strategy;
– monitor the Assafou DFS;
– monitor delivery of the new shareholder
returns programme;
– focus on liquidity management;
– increase focus on succession planning for the
CEO and senior executive roles;
– embed the changes arising from the UK Code;
– monitor evolution of workplace diversity;
– oversee initiatives on progression for our
people including management development,
upskilling our workforce and internal mobility
initiatives; and
– increase Board visibility of Company initiatives
on culture.
Board composition at the time of publication
Chair Independent Directors Non-independent
Venkat
(considered
independent on
appointment, and
continues to be
assessed as
independent)
Alison Baker Ian Cockerill
Alison Henwood Naguib Sawiris
Cathia Lawson-Hall Patrick Bouisset
John Munro
Livia Mahler
Sakhila Mirza
Skills and expertise
Director skills matrix
Strategy and Leadership
Metals and Mining
CEO/President
International Business
West Africa Experience
Governance/ Board
Operations and Exploration
Health, Safety, Sustainability
Finance and Accounting
Mergers and Acquisitions
Human Resources and Remuneration
Risk Management and Compliance
Public Policy
Independence
Venkat
•
•
•
•
•
•
•
•
•
•
•
•
•
Ian Cockerill
•
•
•
•
•
•
•
•
•
•
•
•
•
Alison Baker
•
•
•
•
•
•
•
•
•
•
•
Alison Henwood
•
•
•
•
•
•
•
•
•
•
Cathia Lawson-Hall
•
•
•
•
•
•
•
•
•
•
•
John Munro
•
•
•
•
•
•
•
•
•
•
•
•
•
Livia Mahler
•
•
•
•
•
•
•
•
•
•
•
Naguib Sawiris
•
•
•
•
•
•
•
•
•
•
Patrick Bouisset
•
•
•
•
•
•
•
Sakhila Mirza
•
•
•
•
•
•
•
•
Board gender balance at 31 December 2025
Reporting on gender and ethnicity representation at 31 December 2025
Board
Senior
Board
positions
Executive
management
Number % Number Number %
Reporting on gender identity or sex
Men 5 56% 2 5 63%
Women 4 44% 1 3 38%
Reporting on ethnic background
White 5 56% 2 6 75%
Mixed/multiple ethnic groups: 0 0 0 0 0
Asian/Asian British 2 22% 1 0 0
Black/African/Black British 1 11% 0 1 13%
Other ethnic group 1 11% 0 0 0
Prefer not to say 0 0 0 1 13%
Total percentage ethnic minority 44% 25%
Notes on data collection and the tables:
– This data is as at 31 December 2025. Following the 2026 AGM, when Alison Henwood is elected and Livia Mahler steps down, the diversity position will
beunchanged.
– Data collection of the Board and the ExCom was undertaken in 2022 and is undertaken subsequently when there are joiners.
– The Board and ExCom were provided with the categories above and asked to advise how they identified. This personal data has been collected once and it
will be up to the individuals to advise of any changes.
– The Executive Director is included in the Board figures and not in the Executive management column.
– At Endeavour, the CFO, Guy Young, does not sit on the Board, so this role is not included in the Senior Board position.
Board ethnic background at 31 December 2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our governance framework
Continued
74 Endeavour Mining plc Annual Report 2025
l
Male 56%
l
Female 44%
l
White 56%
l
Asian/Asian British 22%
l
Black/African/
Black British
11%
l
Other ethnic group 11%
Board
Board
The following table outlines our activities in 2025 aligned with the Company’s strategic pillars:
Strategic pillar Responsibilities Activities and outcomes during 2025
Create a resilient business Approving the Group’s strategy and objectives,
setting the purpose and values of the Group,
reviewing and approving material agreements
and overseeing the Group’s operations and risk
appetite statements.
– Considered and endorsed key strategic priorities for the Group, defining the strategic focus of management’s activity.
– Received presentations on progress against the Group’s key strategic priorities at every scheduled Board meeting, suggesting alternative approaches
and/or considerations for management to take on board.
– Considered the new exploration strategy to 2030, including increased exploration budget in each year, agreeing with management on the areas of
focusand contingency planning. This has already resulted in extension to new jurisdictions (Kazakhstan) as part of our strategic objective of active
portfolio management.
– Monitoring the development of the Assafou Definitive Feasibility Study which will prove our ability to create exploration value.
– Reviewed the rationale and key terms of major underground mining services agreements, underpinning our commitment to doing business in a safe,
ethical and socially responsible manner. Read more about the outcomes of this on page 76.
– Considered and approved the refinancing of the Company’s Senior Notes programme. Read more about the outcomes of this on page 76.
– Reviewed M&A opportunities, expanding into new geographies and considered, as part of the M&A approvals, the risks and responses
fromstakeholders.
Overseeing the Group’s corporate policies and
procedures, receiving regular reports from the
Board Committees, reviewing and approving the
overall corporate organisational structure and
monitoring compliance with the UK Code and
Canadian National Policy 58-201 – Corporate
Governance Guidelines.
– Approved the new Remuneration Policy for approval by shareholders at the 2025 AGM.
– Approved the TCFD Disclosures and the Company’s first TNFD Report, following recommendation from the ESG Committee, which demonstrates our
commitment to doing business in a safe, ethical and socially responsible manner.
– Reviewed and approved changes to the Group Policies, Matters Reserved for the Board and Committees’ Terms of Reference.
– Considered the resourcing and expertise available in the business, particularly in crucial value-delivering teams, and supported management’s approach
to talent and recruitment.
– Received regular updates from the Committees on their delegated areas of responsibilities and business activities within scope.
Be a trusted partner Successful engagement with the workforce and
with local communities.
– Held the November 2025 Board meeting in Senegal which gave the Directors the opportunity to carry out a site visit to the Sabodala-Massawa mine and
engage with local employees to hear about their latest initiatives and operational realities.
– Received regular updates from the ESG Committee concerning the work carried out for local communities, including the reduction of malaria rates
andprogress against all Group ESG targets. This supports our efforts as part of our purpose to produce gold that delivers meaningful value to people
and society.
– Reviewed workforce remuneration across all our corporate offices and countries of operation, and considered and approved the annual bonus and
employee performance share plan metrics.
– Heard from the Employee Engagement Director on her engagement with front-line workers and managers. More details on the topics raised can be found
on pages 76 to 77, and page 89.
– Directors met with employees in person and via videoconference to discuss concerns, opportunities and give guidance.
– Engaged with governments in West Africa on new Mining Codes and the consequent amendment to mining conventions across sites.
– Consulted and agreed with local communities and their leaders on plans to compensate them for impacts arising from Assafou development, listening
to their feedback and adjusting plans accordingly.
Reward shareholders Effective communication with shareholders
andengaging directly and regularly with major
shareholders to understand their views on
governance, remuneration and performance
against the Company’s strategy.
– Discussed shareholder views, imparted via management, particularly on shareholder returns programmes, how the Company allocates its capital and
how this would influence the Company’s strategy, as well as other topics.
– Certain Directors, such as the Chair and the Chair of Remuneration Committee, met directly with shareholders and proxy voting agencies in 2025 and
responded to their feedback on a variety of topics, including the 2024 Remuneration Report and the new 2025 Remuneration Policy.
– As a result of its sustainability activities, the Company was included on the MSCI Europe Standard Index, resulting in access to new shareholders.
Reviewing and approving annual budgets, major
capital expenditure and financial statements.
– Challenged and approved the 2026 budget and reviewed and approved the 2024 Annual Report and Financial Statements.
– Considered and approved the condensed interim consolidated financial statements and the related Management Reports and press releases for each
ofthe quarters in 2025.
– Discussed and approved the capital expenditure for a new underground mining contractor at Mana for a five-year contract to establish production
reliability and improve business efficiency.
– Reviewed the performance and recommended the reappointment of BDO LLP (“BDO”) as external auditor which was approved by shareholders at the
2025 AGM.
– Approved the payment of two interim dividends in 2025 in respect of the financial results of each half year, evidencing our ability to reward shareholders
across cycles with attractive returns.
– Approved the extension of the share buyback programme for a further 12 months.
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Our governance framework
Continued
75 Endeavour Mining plc Annual Report 2025
The Board engages regularly
with its stakeholders and
thisengagement informs
ourunderstanding of our
stakeholders’ interests.
Ourdecision-making therefore
results in outcomes in the
best interests of the Company
and its stakeholders.
Section 172 statement
Our statement on compliance with Section 172 of
the Companies Act 2006 can be found on page 22.
Here we provide more details on the Board’s
engagement with our stakeholders and the
outcomes of the engagement and the following
disclosure, along with the details on page 23
comprises our Section 172(1) statement.
Each year, members of the Board visit our regional
offices and also travel to one of our sites to see how
one of our projects is progressing or assets is running.
In 2025, they visited Sabodala-Massawa which enabled
Directors to meet with localcorporate office employees
as well as site management and members of the
mining workforce. They were able to see how the mine
isoperating withvisits to the pit and process plants,
and they received presentations on the mine operations
as well as on local livelihood restoration projects which
the Company has put in place.
The Board meets regularly with the Executive
Committee members throughout the year and with
their direct reports, both formally and informally, to
gain an understanding of the status of operations,
projects and strategic priorities, anawareness of
risk, and a better feel for the culture of the Company.
The Chair is available to shareholders in one-to-
onemeetings, as required, to update them on the
Company’s governance processes, Board-related
matters, and to garner their views.
Additional details regarding the Board's strategic
decision-making can be found in the Stakeholder
Engagement section on pages 22 to 23, as well as in
pages 76 to 77 of the Corporate Governance Report.
Set out on this page and the page that follows are
some more detailed examples of the engagement the
Board has had with key stakeholders during theyear:
Approval of the Underground mining services
contract at Mana
In May 2025, the Technical Health and Safety
Committee (the “Technical Committee”) considered
a proposed five-year contract for the delivery of
underground mining services at the Siou and Wona
areas of the Mana complex. The Committee
recommended the contract to the Board for approval.
The proposed contractor was Underground Mining
Services Burkina Faso SARL (“UMS”), an affiliate
ofAfrican Underground Mining Services Burkina
FasoSARL (“AUMS”). AUMS had been providing
underground mining and related support services
atone area of the site since 2018.
Pursuant to the contract, the expanded operations
will be conducted through UMS, a joint venture
company with AUMS’ Burkinabe partner, Dynamic
Mining Supply SARL. The contract comes with
avalue of c. US$710 million, with a scope covering
underground development, production and related
mining services.
The underground mining contract is essential for
ongoing operations at the Mana mine. Undisrupted
delivery by an underground mining contractor,
itselfastakeholder, is fundamental to the mine’s
productivity, which therefore contributes to our ability
to deliver returns to shareholders. When performed
well, the services of an underground mining
contractor will deliver benefits to employees and
local communities. When there is disruption, this
can have a significant impact on them, particularly
inareas of environment, health and safety and
social relations. AUMS is an experienced West
African underground mining services provider and
their work on the Mana site over a number of years,
evidenced by their technical and operating
capabilities, together with their ability to finance
andmobilise significant capital investment was
considered by the Directors. The Directors also
noted AUMS’ joint venture with Dynamic, which
aligned with local regulatory requirements
andEndeavour’s commitment to prioritise
localprocurement.
As part of the discussion, the Technical Committee
considered the commercial terms to ensure the
Company could achieve value in a highly technical
area, as well as ensure production reliability and risk
management. The Technical Committee considered
risks related to local content requirements, supplier
transitioning and the security environment and
reviewed the mitigations available, considering
alternative scenarios before resolving to recommend
the contract for approval to the Board.
Outcome
In resolving to approve the underground mining
services contract, the Board considered the likely
consequences of its decision in the long term,
including the quality and standards of services, the
approach of the contractor to its employees and to
governance, local content requirements and the
commitment of the Company to local procurement,
the impact of operations on the community and the
environment and the desire to maintain a reputation
for high standards of business conduct. The Board
believes that this contract achieves the best position
at Mana for a number of different stakeholders
andreduces the risk profile of operations at site.
Welookforward to the ongoing benefits from
thisrelationship.
Senior Notes
In May 2025, the Board approved a $500 million
Senior Note programme (“2030 Senior Notes”),
aspart of the Company’s refinancing strategy
resulting in the repurchasing and cancellation of
thenotes issued under the previous programme
(“2026 Senior Notes”).
As was the case with the 2026 Senior Notes, the
2030 Senior Notes are listed on the Global
Exchange Market of Euronext Dublin. The proceeds
of the offering, in combination with cash on hand,
were used to repurchase all the Company’s
outstanding 2026 Senior Notes, as well as pay the
fees and expenses in relation to the offering of the
2030 Notes and tender offer for the repurchase of
the 2026 Notes. Having validly tendered and settled
more than 90% of the 2026 Senior Notes, the Group
exercised its right to repurchase all of the 2026
Senior Notes that remained outstanding. As a result
of this, the associated liability of the 2026 Senior
Notes was paid down to nil.
The 2030 Senior Notes features include:
– Principal amount of $500 million;
– Five-year term maturing in May 2030;
– Coupon rate of 7% payable on a semi-annual basis;
– Certain restrictions on indebtedness, restricted
payments, liens, or distributions from certain
companies in the Group.
The 2030 Senior Notes bolsters our ability to meet
our commitments promptly, enhancing our reputation
and trust with all our stakeholders.
Outcome
With a total capacity of $500 million, the 2030
Senior Notes significantly enhances our financial
flexibility, strengthening our operational resilience
and facilitating the timely investments in key projects
or initiatives that promote environmental and social
sustainability. It will ensure that we maintain liquidity
during fluctuating market conditions.
As a result, we have strengthened our competitive
position, improved our ability to manage cash flows,
and positioned ourselves for sustainable growth in
the coming years. We remain dedicated to fulfilling
our responsibilities under Section 172 and ensuring
that our actions promote the overall success of the
Company for all our stakeholders. Overall, the 2030
Senior Note programme is a vital tool in our financial
and sustainability strategy.
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Stakeholder engagement in compliance with Section 172
76 Endeavour Mining plc Annual Report 2025
STAKEHOLDER ENGAGEMENT
Engaging with cultural sensitivity and respect
PAGES 22-23
Employee engagement
Workforce engagement meetings
The Board recognises that employee engagement
isthe responsibility of the whole Board, and this
issupported by a direct channel via ourEmployee
Engagement Director held by Cathia Lawson-Hall.
Cathia is a dual national and native French speaker,
with many years of experience of working with West
African countries in finance roles. These qualities
allow her to understand the concerns and interests
of our operational workforce, including those areas
mostpertinent to the women in ourworkforce.
During the Board visit to Senegal in November 2025,
Cathia held meetings, with local employees to
discuss topics of importance to them. She reported
back to the Board on themes around overtime,
recognition for performance and initiatives to support
effective delivery. She will conduct a follow-up
reviewin 2026 to assess progress on some
identified indicators.
As part of the site visit, Directors met with and
addressed key team members on site. Discussions
covered operational matters, particularly around the
detail of maintaining the BIOX plant, underground
drilling expansion and risks to the operation of
theplant.
The Board has taken opportunities to engage directly
with the workforce at our corporate offices in both
London and West Africa and at our mine sites,
including staying overnight at the on-site camp.
Surveys and action plans
Last year, we reported on the employee engagement
survey carried out in 2024. Whilst findings were
broadly positive, there were some areas for
development identified, which included career
progression, appreciation and recognition.
In 2025, the focus has been on delivering actions
arising from those findings. Whilst good progress
has been made, it is recognised that initiatives
willtake time to be embedded and for results to
beseen.
Other methods of engagement
The Board receives presentations from key
employees at Board and Committee meetings on
their areas of expertise, enabling Directors to engage
directly with subject matter experts and enhancing
the quality of discussion. Directors also engage
regularly with senior management to assess and
role-model the Company’s culture, reinforcing the
tone from the top of the organisation.
Employees can raise any concerns they have
withtheir line manager or HR manager, or they
canescalate them to their relevant mine General
Manager or to any Executive Committee member.
Forserious matters, they may use the Company’s
independent, confidential, and anonymous
whistleblowing service. Reports are submitted
directly to the Chair of the Audit and Risk Committee
and are subject to investigation.
Shareholder engagement
The Chair is responsible for effective communication
between the Group and our shareholders and for
engaging directly and regularly with major
shareholders to understand their views on
governance, remuneration and any other relevant
matters. The Chairs of Board Committees make
themselves available to shareholders and attend
theAGM. The SID remains available to shareholders
should there be any concerns which the normal
channels of communication with the Chair or CEO
have failed to resolve or would beinappropriate.
The CEO and the Investor Relations team are the
Company’s principal contacts for investors, analysts,
press and other interested stakeholders. The Board
receives investor feedback reports at Board
meetings, outlining recent dialogue with investors
and their areas of interest. The Directors have the
opportunity to hear directly from one of our
significant shareholders (La Mancha) through their
representation on the Board, whilst ensuring this
isconsidered within the broader feedback on
shareholder priorities from institutional investors.
There is anactive investor relations programme,
which, in2025, included attendance at close to
30conferences and at over 400 meetings, by
Investor Relations and senior management.
The Chair of the Remuneration Committee engaged
with shareholders in the first part of 2025 on the
new Remuneration Policy which was put to the
shareholder vote at the 2025 AGM and achieved
81.67% vote in favour. Given the proximity to
receiving 20% of votes against this resolution, the
Board considered feedback from proxy agencies and
responded accordingly to explain our position on the
Policy around LTI vesting levels, change of control
provisions, and service contract length.
Annual General Meeting (“AGM”)
The AGM is the annual opportunity for shareholders
to meet with the Directors and to discuss with them,
the Company’s business and strategy. In 2026, the
AGM will take place in May 2026 at the London
offices of Linklaters LLP, with an online facility for
our shareholders unable to attend in person.
Shareholders who are unable to attend in person,
will be able to follow the meeting, to view, listen
andsubmit questions to the proceedings via an
electronic platform.
The Notice of AGM will be posted to all shareholders
at least 20 working days before the meeting.
Separate resolutions will be proposed on all
substantive issues and voting will be conducted by
way of a poll. The Board believes that this method
ofvoting is more democratic than voting via a show
of hands, since all shares voted at the meeting,
including proxy votes submitted in advance of the
meeting, are counted.
For each resolution, shareholders will have the
opportunity to vote for or against, or to withhold their
vote. Following the meeting, the results of votes
lodged will be announced to the London Stock
Exchange and the Toronto Stock Exchange and
displayed on the Company’s website.
Other stakeholders
For further information on the Group’s stakeholders
(employees, communities, investors, suppliers and
contractors, government and regulatory bodies,
unions, industry associations and NGOs) and on the
ways in which their interests have been considered
in Board discussions and decisions, please see
ourSection 172 Statement on page 22 and the
Engaging with our Stakeholders section in the
Strategic Report on page 23.
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Employee and shareholder engagement
77 Endeavour Mining plc Annual Report 2025
ENDEAVOUR EMPLOYEES
Creating a fulfilling and productive workplace.
PAGE 23
The purpose and operation of the Corporate
Governance and Nominating Committee
The Committee’s purpose is to ensure that the
Company’s corporate governance arrangements
arefit for purpose and that effective succession
planning is maintained, in order that the Board,
itsCommittees and the senior management team,
have the right combination of skills, experience and
knowledge. It also reviews and oversees the Board
evaluation process annually and monitors the
actions arising from the evaluation process.
The Corporate Governance and Nominating
Committee meets a minimum of twice a year and
then as and when required. The Committee met four
times in 2025, including a joint session with the
Remuneration Committee on the findings of the
employee engagement survey of 2024. Committee
members, their attendance, their skills and
experience can be found on pages 73 and 74.
The Terms of Reference were reviewed and updated
during 2025, to ensure that they were compatible
with the UK Code and best practice. They are
available to view on the Company’s website.
Areas of focus in 2025
Board composition
It has been a stable year for the composition of the
Board and its Committees. As Livia was approaching
her nine years of service on the Board, we reviewed
the composition of the Board and considered the
skills and experience which were currently
represented, and those which would be required
looking ahead.
We took into account future movement in the
Board’s membership as tenures come to term and,
in launching an external search for a new NED, pre-
empted experience which would need to be replaced.
We also wanted to provide for adequate time for the
new NED to become sufficiently acquainted with the
Company and its business and strategy, the Board,
ExCom and senior management.
Audit and financial experience were the desired
focus, with remuneration committee experience
being seen as an additional advantage where
available. This was in addition to mining or extractive
industries experience, Africa (ideally West Africa)
exposure and listed Board experience. Maintaining
Board level diversity after the 2026 AGM was also
afocus.
We undertook the search using Korn Ferry,
anexternal search consultancy, which has
noconnection to the Company or to any of its
individual Directors. Interviews were conducted by
the members of the Corporate Governance and
Nominating Committee and as a result of the search
and interview process, we identified Alison Henwood
as the preferred candidate. All other Directors, as
well as the CFO and General Counsel, were invited to
meet her before a decision was made by the Board.
Alison has deep expertise in finance, working
internationally to lead and build global teams, and
supporting business transformation. Furthermore
she brings capability in key areas including risk
management and audit, governance, strategy
andsustainability.
We will miss the expertise and insights that Livia
brings to the Board when she steps down at the
AGM in 2026. We thank her for her dedication to
Endeavour and her strong input as an experienced
Board member and mining expert.
Changes to Committee membership
With Livia stepping down we have been preparing
forthe necessary changes at the Committee level.
Cathia Lawson-Hall will step into the Remuneration
Committee Chair role, having been on the
Remuneration Committee at Endeavour since her
appointment in 2023. Sakhila Mirza will then step
upto the position of ESG Committee Chair. She has
been on this Committee since her appointment in
2022 and she has built up excellent knowledge of
the Committee’s aims and how best to support and
guide management as they focus on the ESG
initiatives of Endeavour.
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Corporate Governance and Nominating Committee report
78 Endeavour Mining plc Annual Report 2025
On behalf of the Board, and as Chair
ofthe Corporate Governance and
Nominating Committee, I am pleased
topresent the Corporate Governance
and Nominating Committee Report for
the year ended 31 December 2025.
Srinivasan Venkatakrishnan
Chair of the Corporate Governance and Nominating Committee
Effective from the 2026 AGM, Alison Henwood will
join our Audit and Risk, Technical, Health and Safety
and Remuneration Committees as a member.
Further changes to Committee composition include
the appointment of John Munro and Cathia Lawson-
Hall to the Corporate Governance and Nominating
Committee which will result in the Committee being
constituted of the Chair of the Board along with the
four Committee Chairs.
Talent and succession planning
The Board considers succession planning for
criticalpositions, such as the CEO and other senior
management, to be of paramount importance to
riskmitigation and the continuity of the business
strategy. The Committee regularly reviews
succession plans across different time horizons.
TheCompany has identified high-potential individuals
within the organisation and takes steps to prepare
them for broader, more complex roles. This builds
long-term leadership capabilities.
Each Vice President level employee reviews the
development potential and performance of their
team members annually. The ExCom receives these
outputs to design effective succession plans
throughout management levels. As a result, ExCom
has reliable intelligence on the pool of potential
successors and the time horizon within which those
individuals might be appointed.
Since 2016, the Company has maintained
aprogramme known as ‘growing local talents’
whichaims to identify key individuals in the Company
who can be promoted to positions of greater
responsibility. The approach has yielded impressive
results, with at least four West African nationals
being appointed to General Manager positions and
numerous others being appointed to management
positions across the organisation.
Diversity
We are proud that the Board continues to meet
diversity targets under the UK Listing Rules, the UK
Government’s Parker Review, and the FTSE Women
Leaders Review. At the time of this report, we have
aBoard constituted of 50% women and 40% of our
Directors are from an ethnic minority background.
Asyou can read on page 74, we have a senior Board
position held by a woman and the Audit and Risk,
Remuneration and ESG Committees, are all chaired
by women and will continue to be so even with the
changes described to take effect from the AGM
2026.
Endeavour’s new Board Diversity Policy, approved
inJanuary 2025, guides our process for Board
appointments. It demonstrates our requirement
forDirectors with the appropriate skills for an
international gold mining business and commits
toagood balance of Board diversity, including, but
not limited to, diversity of gender, age, ethnicity,
educational and professional background and
diversity of knowledge and thought.
The Board Diversity policy, as well as the Group
diversity policy can be found on our website.
We are proud to report that 35% of direct reports to
the Executive Committee are women and 39% are
African nationals. We see the benefits of diversity
inour everyday operations, where it brings different
perspectives and a broader understanding of risks
and approaches, enhancing decision-making and
driving better business outcomes. A diverse and
talented workforce is a competitive advantage,
helping Endeavour achieve its objectives by
maximising the potential of candidates and reflecting
the world in which we operate. To this end, in
January 2025, the Board approved an organisational
Diversity Policy, designed to assist in achieving
various diversity objectives.
Board performance review
As noted in the Chair’s introduction to Governance,
the Company engaged Lintstock Ltd (“Lintstock”)
in2025 to conduct an external review of the
performance of the Board and its Committees (the
“Board Review”). Lintstock is an advisory firm that
specialises in Board Reviews and has no other
connection with the Company or individual Directors.
The scope and objectives of the Board Review were
agreed following several briefing meetings with
Lintstock. Lintstock collaborated with the Chair and
the Company Secretary to design a bespoke line
ofenquiry tailored to the business needs of
Endeavour Mining.
As well as covering core aspects of governance such
as information, composition and dynamics, the
review considered people, strategy and risk areas
relevant to the performance of Group. The Board
Review had a particular focus on the following areas:
– Boardroom dynamics, including the relationship
with management;
– Strategic processes and priorities; and
– Capturing any learning opportunities over the
pastyear.
Surveys were distributed to Board members and
Executive Committee to assess the performance
ofthe Board, its Committees, and the Chair.
EachDirector also completed a self-assessment
questionnaire addressing their own performance,
and a 360° feedback on their Board colleagues.
The survey findings enabled Lintstock to focus the
discussions when they interviewed the participants.
Lintstock analysed the survey and interview results
and delivered focused reports documenting the
findings, including a number of recommendations
toincrease effectiveness. Lintstock’s findings were
shared with the Chair and then discussed at the
November Board meeting and considered by each
Committee Chair. Actions were agreed for
implementation and monitoring.
The Chair of the Board also had individual sessions
with each director to discuss feedback on their
performance and the Senior Independent Director
held a similar session to provide the Chair with the
his feedback from the reviews.
The Board Review incorporated a comparison with
the 2022 review, being the last external review, also
conducted by Lintstock. This highlighted notable
progress across a number of areas. The Board was
found to be performing at a high level, with Directors
demonstrating strong engagement, a well-balanced
composition, and clear alignment on the Group’s
strategic priorities.
The process surrounding the exiting of the previous
CEO was assessed to have been well managed,
withDirectors showing a clear commitment to
governance. The support available to the Board
wasan area of strength, and the Board was found
toexercise effective oversight of key risks at both
Board and Committee level. Lintstock also found the
Board Committees to be performing well, and
provided a number of recommendations to further
enhance their effectiveness. You can read more
about these in the Committee reports.
The Board Review identified the following
keypriorities:
– Continuing to strengthen engagement with
theExecutive team, both within and outside of
Board meetings;
– Focusing on the long-term strategic vision, drawing
on external insights to identify emerging;
opportunities and trends;
– Proactively managing Board succession, and
enhancing performance feedback processes.
The focus on succession planning and strategic
vision were action points from prior years which
remain appropriate, given the length of time these
topics require to show progress.
When comparing findings to the internal 2024 Board
review, it was clear that progress had been made on
risk management and internal controls, Board and
Committee meeting management, and stabilising the
business after the disruption in 2024. The strategy
session, with the inputs and prompts for discussion
was also strongly felt to have advanced the
Company’s approach to strategy. This approach to
strategy discussion will be maintained going forward.
Whilst not a key finding, the Board indicated it
remains keen for training opportunities and
development to strengthen their contributions to
theBoard, consistent with 2024 Board review.
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Corporate Governance and Nominating Committee report
Continued
79 Endeavour Mining plc Annual Report 2025
The purpose and operation of the Audit and
RiskCommittee
The purpose of the Audit and Risk 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.
The Committee’s Terms of Reference state
aminimum of four meetings per year, and there
werefive meetings in 2025.
Only members of the Audit and Risk Committee have
the right to attend the meetings, however the CEO,
CFO, external audit lead partner and key Endeavour
management, are invited to attend for all or parts of
any meeting, as and when appropriate.
The Committee holds regular private sessions with
the external auditor and the VP Risk and Assurance
without management present.
Outside of meetings, the Committee Chair meets
regularly with the CEO, CFO, EVP General Counsel
and Company Secretary, VP Group Controller, VP
Risk and Assurance (responsible for Internal Audit)
andthe external audit lead partner, building trustful
and effective working relationships.
Alison Baker, the Committee Chair, is a chartered
accountant with over 25 years’ experience in
providing audit, capital markets, advisory and
assurance services and serves, or has served,
onthe boards of several other LSE and TSX listed
resource and Africa-focused companies.
The Board considers that each Audit and Risk
Committee member is independent and has a broad
spread of financial skills and relevant industry
experience. This meets the UK Code requirement
that at least one member has significant, recent and
relevant financial experience. Committee members,
their attendance, their skills and experience can be
found on pages 73 and 74.
Areas of focus in 2025
Risks
Significant work has been carried out this year
inpreparation and readiness for both the UK’s
Economic Crime and Corporate Transparency Act
2023 (“ECCTA”) and the upcoming application of the
internal controls effectiveness declaration under the
2024 Code, applicable from our 2026 Annual Report.
Having identified the material risks and their
associated controls in 2024, these were monitored
throughout the year as part of a readiness exercise
to aid the Board’s visibility of how our internal
controls are designed and operate in practice,
enabling the Directors to provide a robust
assessment of the effectiveness of our material
controls in 2026. For more information on the work
undertaken, please see page 86.
This year, key risks were allocated across the
Committees to allow enhanced focus and facilitate
better management. The Audit and Risk Committee
also requested a number of in-depth reviews of the
risks within its scope over the year. These reviews
and other Audit and Risk Committee activities in
2025, are summarised on the pages that follow.
Asa result of these reviews, action items were
agreed, and progress against each item is being
tracked and reviewed by the Audit and
RiskCommittee.
In planning its own agenda to discharge its
responsibilities, the Audit and Risk Committee
takesaccount of significant issues and risks, both
operational and financial, that may have an impact
on the Group’s consolidated financial statements
and/or the execution and delivery of its strategy.
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Audit and Risk Committee report
80 Endeavour Mining plc Annual Report 2025
On behalf of the Board, I am pleased to
present our Audit and Risk Committee
report for the financial year ended
31December 2025.
Alison Baker
Chair of the Audit and Risk Committee
The Board continues to focus on cyber security risk
as a critical risk and considered the letter issued
bythe UK Government in 2025 and its suggested
actions. The Board will continue to monitor cyber
security risk as a priority, given it is a Principal Risk
of the Company, and the Company has registered
with the Government’s National Cyber Security
Centre early warning system in addition to the
existing threat intelligence collaborations in place.
Audit and Risk Committee governance
We undertake an annual review of the Committee
aspart of the Board performance review. The
effectiveness of the Audit and Risk Committee was
externally reviewed this year and its performance
was highly rated. You can read more details about
the Board review on page 79.
For 2026, in addition to our routine agenda, specific
areas of focus will include:
– Monitoring and reviewing the impact of new
accounting standards and specifically IFRS 18 and
IFRS S1 and S2;
– Continuing engagement with the external auditors
on audit quality initiatives, following FRC results
in2025;
– Following progress in 2024 and 2025, monitoring
the effectiveness of the Company’s updated risk
management process and internal controls
framework in preparation for our first certification
under Provision 29 of the 2024 Code;
– Oversight of ongoing finance systems projects;
– Focusing on improving our processes further to
mitigate fraud risk and ensure compliance with
theECCTA; and
– Ongoing monitoring of cyber risks and mitigations.
Committee responsibilities Activities during 2025
Policies and procedures
Reviewing the Group’s compliance policies
andprocedures for preventing and detecting
bribery and fraud and the systems and
controls in place to ensure that the Group
complies with relevant regulatory and
legalrequirements.
– Reviewed the updates to the Company’s Anti-Bribery
andCorruption, Whistleblowing, Treasury, Sanctions
andother finance and risk management policies
andprocedures.
– Reviewed approach to and disclosures of related party
transactions in the year.
– Reviewed the Company’s approach to the new Failure to
Prevent Fraud Offence within the ECCTA.
Internal Audit
Overseeing the work and findings
ofInternalAudit.
– Monitored the effectiveness of the Internal Audit function.
– Reviewed reports from the Internal Audit function on
projects undertaken during the year and approved the
Internal Auditplan.
– Reviewed the findings of ad hoc projects undertaken by the
Internal Audit function during the year arising from
whistleblower reports or other internal findings.
– Monitored the progress in preparation for Provision 29,
focusing on self certification and material control assurance.
– Engaged in the process to appoint the new VP for Risk
andAssurance.
Internal controls and risk management
Reviewing the effectiveness of the Group’s
Internal Controls over Financial Reporting
(“ICFR”), and the Group’s risk
managementprogramme.
– Reviewed the Corporate Risk Management (“CRM”)
roadmap and plan for the Group for 2025, as well as
Principal and Emerging risks (see pages 36 and 37)
identified as part of the 2025 CRM programme.
– Reviewed ESG-related risks, and financial climate-related
disclosures, including their impact on the financial
reporting.
– Deep dive on cyber security risks and network security
actions and progress against the internal roadmap to
mitigate the risks over the course of 2025.
– Monitored the Company’s ICFR assessment for the year
ended 31December 2025 and Management’s quarterly
statement on internal controls under NI 52-109.
– Monitored ongoing financial reporting and treasury systems
improvement projects.
– Reviewed the Finance function’s annual strategic objectives
including finance team competencies and depth.
– Reviewed proposals for an insurance captive,
recommending the approval by the Board to proceed.
– Considered management’s proposals to recover VAT in
states of operation via a governmental bond exchange,
challenging on the risks and likelihood of success.
Afterconsideration the Committee recommended this
forBoardapproval.
– Considered management’s assessment and proposal
ofhedging alternatives.
– Reviewed the potential implications of the exchange
ofroyalty regime and proposed new mining code in
Côted’Ivoire.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Audit and Risk Committee report
Continued
81 Endeavour Mining plc Annual Report 2025
Financial reporting
As noted above, the Audit and Risk Committee
provides governance and oversight of our financial
reporting through its review of quarterly financial
statements. Details of our oversight of the key
judgements and estimates is set out below, along
with our review of critical disclosures including:
– Viability statement and going concern;
– Fair, balanced, and understandable; and
– Alternative performance measures.
Over the course of the year, the Committee focused
primarily on the external audit and approval of the
consolidated financial statements for the year
ended31 December 2024, the 2024 Annual Report
and the condensed interim consolidated financial
statements for each of the quarters in 2025.
Itmonitored the effectiveness of internal controls
and those key areas of judgements and estimates,
such as potential impairments and uncertain tax
positions, which can have a significant impact on
thefinancial position and results from operations
ofthe Company.
Viability statement and going concern
The Audit and Risk Committee has reviewed and
challenged the basis for the Company’s Viability
Statement and advised the Board on the process
which has been undertaken in the year to support
the Viability Statement required under the 2024
Code. In reviewing and challenging the assumptions
on near and medium term cash flows, the
Committee has closely scrutinised cash balances
both on and offshore, counter-party risk and the
levelof committed shareholder returns. The Viability
Statement and the Board’s assessment of the
Company as a going concern are set outin the
Strategic Report on pages 44 to 45.
Fair, balanced and understandable
The Directors are required to confirm that they
consider, taken as a whole, that the Annual Report
isfair, balanced and understandable and that it
provides the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy.
The Audit and Risk Committee has satisfied
itselfthat the controls over the accuracy and
consistency of information presented in the Annual
Report are robust, that the information ispresented
fairly (including the calculations and use of
alternative performance measures) and has
confirmed to the Board that the processes and
controls around the preparation of the Annual Report
are appropriate, allowing the Board to make the
“fair, balanced and understandable statement”
inthe Directors’ Responsibility Statement.
Alternative Performance Measures (“APMs”)
Historically, the mining industry has used a wide
range of APMs to compare and assess business
performance. As noted below, the Audit and Risk
Committee has reviewed in detail the use of APMs
within the Annual Report and throughout the year as
well as the consistency of the calculation of certain
APMs for all periods presented.
We ensured that the APMs were disclosed with
equalprominence to the IFRS measures and
thatthedisclosures related to the adjusting
itemswere transparent and agreed to the
underlyingconsolidated financial statements.
APMreconciliation and explanations are included
onpages 178 to 182.
Integrity of financial reporting and financial
information provided to stakeholders
Reviewing the financial statements, including
ensuring the appropriateness of the Group’s
significant accounting policies, the accounting
treatment for significant transactions, the
reasonableness of significant estimates and
judgements and the completeness and clarity
of disclosures.
– Reviewed the condensed interim consolidated financial
statements, the related management reports and
pressreleases for each of the quarters in 2025,
alongside management papers on key judgements and
accounting matters.
– Reviewed alternative performance measures.
– Considered updates to the Company’s accounting
policies.
– Reviewed the preparation of and significant assumptions
in the viability statement for the 2025 year-end.
– Reviewed the going concern analysis by management on
aquarterly basis.
– Considered quarterly reports on material tax and treasury
matters (including hedging and foreign exchange
exposures) and quarterly reports on whistleblower cases
and material legal matters.
– Reviewed financial and stakeholder considerations
related toshareholder returns programmes, including the
declaration of dividends and share buybacks.
External auditor
Reviewing the effectiveness of the external
audit process.
Overseeing the Company’s relationship with
the external auditor.
Reviewing the independence and objectivity of
the external auditor and the appropriateness
of any non-audit services provided in line with
the Minimum Standard.
– Approved the external audit plan and the terms of
engagement for the 2025 year-end audit and the 2025
interim reviews.
– Reviewed and approved the external audit and interim
review fees for 2025, as well as the final audit fee for
the2024 audit, with the agreed upon cost overruns.
– Reviewed the independence and effectiveness of the
external auditor and recommended their reappointment.
– With the rotation of external audit partners, took steps to
ensure the transition was smooth and effective.
– Discussed findings from the quarterly reviews and annual
audit with the external auditor, both with and without
management present.
– Pre-approved all non-audit services provided during the
yearand reviewed audit and non-audit services for the
year, inparticular as they related to the independence
ofthe external auditor.
– Reviewed the quality and effectiveness of the external
audit. See page 84 for more information on how this
review is structured.
Committee responsibilities Activities during 2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Audit and Risk Committee report
Continued
82 Endeavour Mining plc Annual Report 2025
ALTERNATIVE PERFORMANCE MEASURES
Reconciliation
PAGES 178-182
Key judgements and estimates
In assessing the Annual Report, the Audit and Risk Committee considers the key judgements and estimates, along with detailed reports from management and the external auditor. The Audit and Risk Committee considered
the wider context of our operating environment and the key audit risks set out on pages 115 to 123 when reviewing those judgements throughout the year and prior to finalisation of the financial statements. The significant
issues considered in respect of the year ended 31 December 2025 are set out in the table below:
Impairment of mining interests
andgoodwill
Under IAS 36, the Group is only required
to perform a detailed impairment test
ifthere are indicators of potential
impairment, however for the two mines
to which goodwill has previously been
recorded and not previously impaired
(Mana and Sabodala-Massawa),
afullimpairment review needs to be
performed annually, asa result of
thegoodwill attached to each of
theseCGUs.
The preparation of the Life of mine
(“LoM”) models that are used in
theimpairment reviews, requires
management to make critical
judgements and estimates regarding
gold prices, reserves and resources,
production rates, operating costs
andcapital expenditure, as well as
economic variables such as inflation
and discount rates.
See Note 6 of the consolidated
financialstatements.
The Audit and Risk Committee reviewed the impairment indicator
assessment documentation prepared by management, which
included a review of operating performance against budget of
each of the individual operating mines and against previous
comparative periods, to identify any indication that the assets
were not performing in line with expectations.
The Audit and Risk Committee evaluated the significant
assumptions and judgements used in the determination of the
recoverable amounts for the two mines for which impairment
assessments were completed at 31 December 2025 (Mana
andSabodala-Massawa), inparticular as they relate to the gold
prices, discount rates and the sensitivities of management’s
conclusions to changes in those assumptions. It evaluated the
reserves and resources (“R&R”) incorporated into the impairment
models and the consistency with the latest R&R estimates as
publicly disclosed and previously used by management. Following
the result of this analysis, the Company did not recognise any
impairments in relation to any of the operatingassets. R&R were
reviewed in detail alongside the Technical Committee.
The Audit and Risk Committee noted that management had
retained athird-party expert to assist in the determination of the
recoverable values. It also received a report from the external
auditor and reviewed management’s disclosures in the 2025
consolidated financial statements.
The Audit and Risk Committee noted the significant headroom
due to high prevailing gold prices which look set to continue in
the near term. No impairments were recognised for the Mana
andSabodala-Massawa mines. The Audit and Risk Committee
issatisfied that the appropriate sensitivity analysis has been
provided in the consolidated financial statements for the year
ended 31 December 2025.
Significant issues and judgements
addressed by the Committee How the Committee addressed the issues during 2025
Impairment of exploration and
developmentassets
The Group has material exploration
anddevelopment assets of which most
were recognised as part of historical
acquisitions. Under IFRS 6 the Group is
required to assess impairment triggers
and perform an impairment under IAS
36 where triggers are identified.
See Note 6 of the consolidated
financialstatements.
The Audit and Risk Committee reviewed the impairment indicator
assessment documentation which considered specific factors in
relation to each exploration property including strategic outlook,
current drilling results, future drilling plans, permit expiry dates and
likelihood of permit renewals, impact of security challenges at
certain properties and the potential recoverability of the carrying
value in current market. The Committee evaluated the significant
assumptions and judgements used in the determination of the
recoverable amount for the Kalana development asset for which
animpairment assessment was completed at 31 December 2025,
in particular as they relate to the recent market evidence and
indicative pricing from third parties, adjusted for specific factors
including execution and resource conversion risks.
The Audit and Risk Committee reviewed management’s conclusion
for those exploration (and development) properties where
impairment assessments were required and reviewed and
challenged the assumptions of the impairment assessments which
resulted in atotal impairment charge of $193.4 million and is
satisfied that the appropriate impairment of mining interest to
recoverable value has been recognised and disclosed.
Net realisable value of stockpiles
The Group has material stockpiles
across its operations in particular at
Sabodala-Massawa. Measurement of
inventory and the determination of net
realisable value (“NRV”) involves the
use of estimates. There is a risk that
the stockpiles are not appropriately
valued and that management has not
recorded adequate NRV adjustments for
higher risk stockpiles. Management is
required to carry stockpiles at the lower
of cost or NRV with reference to IAS 2.
See Note 11 of the consolidated
financial statements.
The Audit and Risk Committee reviewed the year-end stockpile
report prepared by management summarising all significant risk
areas, key judgements and estimates made in relation to the
NRV assumptions. The Committee also considered third party
surveys, in conjunction with the Technical, Health and Safety
Committee, performed at Sabodala-Massawa and Ity mines
alongside some technical grade sample analysis provided in
respect of higher risk stockpiles at Sabodala-Massawa. In March
2026, the Audit and Risk Committee reviewed the accounting
principle applied in relation to the NRV of long-term stockpiles
including the research provided by an independent third party and
are satisfied that the use of a long-term consensus gold price
appropriately negates the requirement for discounting. The
Committee also received a report from the external auditor and
reviewed management’s disclosures related to stockpiles in the
2025 consolidated financial statements and is satisfied that the
appropriate amounts are recognised at 31 December 2025.
Significant issues and judgements
addressed by the Committee How the Committee addressed the issues during 2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Audit and Risk Committee report
Continued
83 Endeavour Mining plc Annual Report 2025
Oversight of the External Audit
Key audit matters
Each of the areas set out in the previous table also
represent key audit matters (“KAM”) or otherwise
areas of audit focus for BDO and accordingly, the
Committee was provided with detailed written and
oral presentations by the engagement team, on
eachof these matters. The BDO team reporting to
the Audit and Risk Committee, also covered other
matters of judgement and estimates included in
Note 3 to the consolidated financial statements.
Onthe basis of their work, BDO reported to the
Committee no inconsistencies or misstatements
that were material in the context of the Financial
Statements as a whole. In addition to the key
auditmatters, the Audit and Risk Committee also
considered in detail the judgements around share
ofwallet, in particular VAT receivables, royalties,
Government carry, and tax assessments. A summary
of the work undertaken by BDO on key matters is
setout in their Audit Report on pages 115 to 123.
Relationship with the external auditor
The Audit and Risk Committee has primary
responsibility for managing the relationship with
theexternal auditor, including assessing its
performance, effectiveness, independence and
objectivity annually and recommending to the Board
their reappointment or removal.
FRC Minimum Standard
The Committee continues to comply with the FRC’s
Minimum Standard for Audit Committees. The
paragraphs below set out how the Audit and Risk
Committee has discharged its responsibilities with
respect to the external auditor.
Scope of work and professional scepticism
During the year, the Audit and Risk Committee has
considered the nature, scope and results of the
external auditor’s work. It has also received and
reviewed reports from the Group’s external auditor
relating to the Group’s Annual Report and Accounts,
interim reviews, and the external audit process.
The quality of the audit is of paramount importance
to the Committee. It is clear to the Committee from
their engagement with, oversight, and management
of the external auditor, alongside the management
team, that the matters presented are often the
outcome of detailed work undertaken by BDO and
management to drive quality audit outcomes. The
regular discussions held outside the Committee
meeting, allow the Chair of the Committee to assess
the level of professional scepticism and challenge,
that the external auditor applies to management.
After each Committee meeting, the Committee also
holds a private session with the external auditor,
without management present. In this session the
Committee can challenge BDO on whether they have
maintained their independence and objectivity from
management in considering key matters and BDO
has the ability to raise any areas of concern for the
Committee’s consideration.
In respect of the audit for the financial year ended
31 December 2025, BDO presented their audit plan
to the Audit and Risk Committee. The audit plan
included the audit strategy, scope, timeline and
anassessment of audit risks and robust testing
procedures. The Audit and Risk Committee approved
the plan following discussions with both BDO and
management.
The Committee received a detailed auditor’s
reportfrom BDO in advance of the March 2026
meeting and the Committee was satisfied that
allkey matters and areas of challenge were
satisfactorily resolved, with no disagreements
between the external auditorand management.
Some immaterial auditdifferences were noted
andreported to theCommittee.
Audit tender
BDO was first appointed as the external auditor of
the Group in August 2020, following a formal tender
process. During 2025, Mark Cardiff replaced Matt
Crane who finished his five-year tenure as part of
therotation policy, effective for the year ending
31December 2025. As a Public Interest Entity,
Endeavour’s next competitive audit tender must be
concluded in time for the 2030 audit, e.g prior to
thefinancial year 2029, in order to give sufficient
time for any incoming auditor to be selected and
appointed with sufficient shadowing and handover
period. The Audit and Risk Committee will continue
to review the appropriate timing of any such tender.
Audit and non-audit fees
The Company incurred $2.3million in audit fees to
BDO, the external auditor of Endeavour Mining plc,
for the financial year ended 31 December 2025
anda further $0.1million as an agreed overrun in
relation to the prior year. The Company has adopted
a non-audit services policy in compliance with the
FRC’s Revised Ethical Standard which limits BDO
toworking on the audit or such other matters where
their expertise as the Company’s external auditor
makes them the logical choice for the work and/or
itis required by law or regulation.
All of the services to be provided, require pre-
approval by the Chair of the Audit and Risk
Committee. This is to preserve BDO’s independence
and objectivity.
The Company paid $0.4million in audit-related fees
which related to the quarterly and interim reviews,
undertaken with our listing on the Toronto Stock
Exchange (“TSX”) and $0.5million in non-audit fees
to BDO for the financial year ended 31 December
2025 related to transaction and financing work,
where itwould be expected to appoint the
statutoryauditor.
The non-audit fee to audit fee ratio for the current
year is 27%. Non-audit services are also provided by
other firms and the Committee continues to actively
monitor the allocation of work amongst other firms.
Thenon-audit fees to audit fees ratio over a three-
year period, for the year ended 31 December 2025
was 26%. Included in the non-audit services over
thethree year period are fees related to quarterly
reviews and fees for public reporting services
associated with M&A. Further details can befound
inNote 5 tothe consolidated financial statements.
Audit quality effectiveness and independence
Audit quality is of paramount importance to the
Committee and the Committee agrees each year
aspecific set of audit quality KPIs to assess
performance by BDO. In July 2025, the FRC
published the results of its most recent BDO review
which included the 2023 BDO audit file. Alison
Baker, and the Chair, participated in meetings with
both the FRC to better understand its findings as
well as with senior leaders at BDO to understand
theactions being implemented to address the
FRC’sconcerns.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Audit and Risk Committee report
Continued
84 Endeavour Mining plc Annual Report 2025
In accordance with the guidance set out in the FRC’s
‘Practice Aid for Audit Committees’ the assessment
of the external audit has not been a separate
compliance exercise, or an annual one-off exercise,
but rather it has formed an integral part of the
Auditand Risk Committee’s activities.
This has allowed the Audit and Risk Committee
toform a holistic view on audit quality and on the
effectiveness of the external audit process, based
onthe evidence it has obtained during the year.
Asnoted in last year’s Committee report, the Audit
Quality Review for 2023 was outstanding at the time
of publication of our 2024 Annual Report. The
Committee also notes the adverse findings per the
FRC 2024/2025 Audit Quality Inspection Report
onBDO in relation to general audit quality.
The Committee Chair and Chair of the Board have
held in-person meetings with members from the FRC
Audit Quality Review Team to better understand the
nature of the findings and recommendations which
principally related to documentation of their
challenges of management, including potential
alternative outcomes. It was pleasing that there were
no findings in relation to the audit work undertaken
surrounding financial irregularities pertaining to the
CEO dismissal.
The Committee Chair also met with senior members
of the BDO management team and the Committee
challenged BDO on actions being taken in response
to the FRC audit findings. In response to our
enquiries, BDO have confirmed that for the
2024and 2025 audit, they had incorporated
recommended changes into their audit approach
andenhanced certain of their documentation.
The Audit and Risk Committee is therefore
comfortable to recommend to the Board that BDO
bereappointed as the Group’s external auditor.
Accordingly, a resolution proposing this will be put
toshareholders at the 2026 AGM.
Audit independence
The Audit and Risk Committee reviews the level
ofnon-audit work undertaken, which is limited to
services where it would be expected that the external
auditor would be appointed, such as quarterly
reviews and reporting accountants’ work where
similar independence considerations apply. BDO
shares its ongoing assessment of independence and
where safeguards are required, these are disclosed
to the Audit and Risk Committee and services must
be approved prior to commencement of the work.
Audit Quality- Sources of evidence obtained and observations during the year:
By referring to the FRC’s
‘Practice Aid on Audit Quality’.
The Audit and Risk Committee has looked to this practice aid for
guidance and has ensured that assessment of the audit is a continuing
and integral part of the Audit and Risk Committee’s activities. The Audit
and Risk Committee has reviewed the FRC 2024/25 Audit Quality
Inspection Report on BDO along with a specific Endeavour qualitative
assessment against key criteria for a high-quality audit such as lead
partner engagement, effective project management, and issues
resolution including appropriate evidence of challenge to management.
Observations of, and
interactions with, the external
auditor including demonstration
of professional scepticism
andchallenge.
The Audit and Risk Committee has met with the external audit lead
partner without management present throughout the year and has
considered the effectiveness, objectivity, skills, capacity and
independence of BDO considering all current ethical guidelines and was
satisfied that all these criteria were met. Areas where the external auditor
challenged management included exploration and evaluation impairment
triggers, assumptions used in stockpile net realisable valuation
calculations, assumptions used in the impairment assessments at Mana
and Sabodala-Massawa, judgements used in underground and deferred
stripping calculations and legal case exposures.
The audit plan, the audit
findings and the external
auditor’s report.
The Audit and Risk Committee examines these documents and reviews
them carefully at meetings and by doing so it has been able to assess
the external auditor’s ability to explain in clear terms what work they
performed in key areas and also assess whether the description used
isconsistent with the information communicated to the Audit and Risk
Committee at the audit planning stage. The Audit and Risk Committee
has also regularly challenged these reports in the meetings and reviewed
the content of the long-form audit report, that describes for shareholders
the key audit matters and other significant information. This is particularly
helpful in understanding how and where the auditor has challenged
management on the application of our accounting policies and key
judgements and estimates. Examples include: Accounting for long-term
stockpiles where BDO provided details of the testing undertaken at
eachmine site, discussions with mine managers and technical team
memberson the quality of stockpiles, as well as the detailed NRV
testingundertaken.
Input from those subject to
theaudit.
The Audit and Risk Committee has requested insights from the Chief
Financial Officer, VP Group Controller and the VP Risk and Assurance
during the audit process on the performance of BDO. We expect to review
this detailed feedback in Q2 of 2026.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Audit and Risk Committee report
Continued
85 Endeavour Mining plc Annual Report 2025
Directors’ assurance basis for effective control Internal control structure
The Board oversees the Group’s risk management
and internal controls and determines the Group’s
risk appetite. The Board has delegated responsibility
for review of the risk management process and the
monitoring of the effectiveness of internal controls
tothe Audit and Risk Committee.
This monitoring includes oversight of all material
controls including but not limited to financial,
operational, regulatory and compliance controls.
Theoversight and control framework for individual
risks has been allocated to the Board Committee
whose function and subject-matter discipline is most
closely aligned with that risk (see page 71).
Effective control outcomes
Effective controls enable risks and opportunities
tobe assessed and managed. AsBoard Directors,
guided by the Audit and Risk Committee, we are
responsible for ensuring the maintenance of
asystem of internal controls and risk management
(including financial, operational and compliance
controls). With effect from 1 January 2026 Provision
29 of the UK Code requires that we review and
assert as to the overall effectiveness of these
systems based on the inputs outlined (left). This is
delivered by Directors through setting a process-
driven and controls-based culture from the top of the
organisation, and the ongoing careful selection and
appointment of senior management individuals with
strong experience and skills in these areas to
influence and guide the organisation accordingly.
Management’s response to the publication of the
2024 Code was to initiate a project which ran
throughout 2024 and into 2025, which has built on
the existing robust control and Enterprise-Wide Risk
Management frameworks. In 2025 the business
launched its monitoring plan as a part of a readiness
programme that simulated a live environment in
advance of 2026. The Board will make its disclosure
on its oversight of effectiveness in our 2026 report.
The Audit and Risk Committee has been kept
informed of progress throughout the year and a trial
run of the process has been undertaken in early
2026 to ensure the business is prepared. Further
details are provided on page 37.
The Board and the Audit and Risk Committee provide
oversight through:
– Holding regular Board and Audit and Risk
Committee meetings to consider the matters
reserved for their consideration.
– Receiving monthly management accounts: site
level and consolidated financial metrics are
provided to management and the Board on
atimely basis.
– Scheduling regular Board reviews of strategy,
including reviews of the material risks and
uncertainties (including emerging risks), facing
thebusiness.
– Ensuring there is a clear organisational structure
with defined responsibilities, including an
established delegation of authority matrix, that sets
out authorisation limits for expenditures.
– Ensuring there are documented policies and
procedures in place.
– The Group’s Risk and Assurance team providing
assurance on the overall control environment and
reporting to the Audit and Risk Committee on
aquarterly basis.
– Reviewing reports from Internal Audit and Group
Finance which highlight any Internal Audit control
deficiencies which have been identified and which
have been or are in the process of being
remediated. No single item identified was
considered material.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Audit and Risk Committee report
Continued
86 Endeavour Mining plc Annual Report 2025
RISK MANAGEMENT
Endeavour’s Enterprise-Wide Risk Management approach
PAGE 36
– The Chief Financial Officer presenting to the Audit
and Risk Committee quarterly, a summary of the
financial results of the Group in preparation for the
release of quarterly interim results as required
pursuant to our TSX listing. This includes the year-
on-year movement in earnings, cash flows as well
as the statement of financial position, overview
ofrelevant KPIs (production and all-in sustaining
costs), impairment assessments, updates on
accounting, results of recent acquisitions or
disposals, internal control deficiencies, going
concern assessments, related parties, changes
inaccounting policies and critical areas involving
judgements and estimates.
Effectiveness of internal control and risk
management
The Audit and Risk Committee is satisfied that an
effective review of the system of risk management
and ICFR was undertaken during the year. Each
Committee reviewed the Principal and Emerging risks
within its scope and the key points were channelled
into the Audit and Risk Committee to consider as
part of the formal quarterly review of risk disclosures,
including emerging risk considerations, for inclusion
in the 2025 Annual Report. The Audit and Risk
Committee made its recommendation to the Board.
Further details of the CRM process, together
withthePrincipal Risks, can be found in the Risk
Management and Principal Risk section on pages 36
to 43.
Fraud risk assessment
Following the introduction of the ECCTA and the
implementation of the new corporate offence of
failure to prevent fraud, the Company has reviewed
its fraud risk framework to ensure alignment with the
requirements of the legislation and associated
guidance. Our fraud risk assessment, preventative
procedures, fraud register and related controls have
been enhanced to further develop our overall anti-
fraud framework.
Fraud risk assessment workshops are conducted
with key stakeholders to identify and assess fraud
risks. Identified risks are documented in the
Company’s fraud risk register and are subject to
ongoing review. Each risk is assessed in the context
of potential impact and the effectiveness of existing
controls, with further mitigating actions implemented
where required. Risks are also mapped to material
and significant controls within the Risk and Control
Matrix to support monitoring and oversight.
Internal audit function
A key source of internal assurance is the delivery
ofan Internal Audit plan, which is designed to help
the organisation achieve its strategic priorities.
The Company has an established in-house Internal
Audit function led by the VP Risk and Assurance
whois supported by one Internal Auditmanager
andthree additional Internal Auditanalysts. The
Committee has recently been engaged in the
recruitment of a new VP Risk and Assurance and
after review of her CV and an interview with the
Chair, resolved upon her formal appointment.
The Internal Audit function covers operational and
financial risks across key processes within the
Group. The VP Risk and Assurance presents to the
Audit and Risk Committee an update on key audit
findings and recommendations at each meeting.
Thisincludes a summary of the observations, issue
rating and expected remediation date and
management response to findings.
The scope of work of the Internal Audit function isto
assess whether the Company's risk management
control and governance processes, as designed
andadopted by management, are adequate and
functioning to provide reasonable assurance that:
– Risks are appropriately identified and managed.
– Operations and programmes of the Company are
transacted in accordance with established
objectives and high ethical standards.
– Control processes emphasise quality, efficiency
and continuous improvement.
– The integrity of significant financial and operating
information is accurate, complete and timely.
– Employee actions are in compliance with policies,
procedures and applicable laws and regulations.
– Significant legislative or regulatory issues
impacting the Company are recognised and
properly addressed.
We undertake a regular review of the effectiveness
of the Internal Audit function in line with the CIIA
Internal Audit Code of Practice and the FRC Guidance
on Audit Committees. The last External Quality
Assessment of the effectiveness of the Internal Audit
function was undertaken in November 2023 by PwC.
For 2025, the review of the Internal Audit function
and the associated action plan were considered
bythe Committee. Focus areas in the year arising
from the assessment included particular efforts
being placed on the development of a combined
approach to internal audit and risk management,
theimplementation of a Governance, Risk and
Compliance system, creating an assurance
mapandalignment with the new regulations.
Compliance matters
Whistleblower policy
The Company has retained the services of an
independent, bilingual, 24/7 service provider to
receive both telephone and web-based reports.
Persons wishing to make complaints, or report
concerns, on a confidential basis, can do so via
aworldwide call collect/reverse charge/toll free
number, or via an anonymous email portal. Details
ofthe policy and how to report concerns are on our
website, on our intranet, notified to employees,
posted in corporate offices and at mine sites.
All issues raised are reported to a group of primary
reviewers. Significant matters are elevated to the
Group General Counsel and where appropriate,
reported to the Internal Audit function. The Chair
ofthe Audit and Risk Committee has oversight of the
confidential whistleblower system, including access
to all reports from, and correspondence with,
whistleblowers. Asummary of whistleblower activity
is provided to the Audit and Risk Committee on
aquarterly basis. Whistleblower matters are
confidential in nature (forthe benefit of the
whistleblower) but matters of concern raised,
arereported by the Audit and Risk Committee
totheBoard.
Business conduct
We promote high standards of business conduct
andethics within the organisation in line with
theInstitute of Business Ethics Board Guidance.
Management have continued to train employees
onour Code of Business Conduct and Ethics, which
sets out the standards we expect from our people,
using an online training programme. This has
beensupported by introductory training from our
Compliance team for new joiners and in-person
training sessions on Anti-bribery and corruption. Our
Code of Business Conduct and Ethics is available to
allon our website here: www.endeavourmining.com/
esg/governance/our-policies/ and specifically refers
to our anonymous whistleblower facilities,
empowering all our stakeholders to raise concerns or
any questions without fear.
Other summary findings of compliance activity, and,
where applicable, the follow up actions are reported
to the Committee at each meeting. These include:
– Details of fraud investigations
– Material litigation, both against the Company
andlaunched by the Company
– Labour grievances
– Community grievances
Statement of compliance
The Company confirms that it has complied with
theterms of The Statutory Audit Services for Large
Companies Market Investigation (Mandatory User of
Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014 (“the Order”)
throughout the year. In addition to requiring
mandatory audit re-tendering at least every ten
yearsfor FTSE 350 companies, the Order provides
that only the Audit and Risk Committee, acting
collectively or through its Chair and for and on behalf
of the Board is permitted:
– To the extent permissible in law and regulation,
tonegotiate and agree the statutory audit fee and
the scope of the statutory audit.
– To initiate and supervise a competitive tender
process for the external audit.
– To make recommendations to the Directors asto
the auditor appointment pursuant to acompetitive
tender process.
– To influence the appointment of the audit
engagement partner.
– To authorise an external auditor to provide any
non-audit services to the Group, prior to the
commencement of such services.
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Audit and Risk Committee report
Continued
87 Endeavour Mining plc Annual Report 2025
The purpose and operation of the Committee
The Technical, Health and Safety Committee
advisesthe Board and senior management on
thedevelopment of the Company’s mining assets
and the adoption of industry best practices for
operations, health and safety. This includes
oversight of operational risk management, tailings
facility design, construction, monitoring and auditing,
and compliance with relevant industry standards.
The Committee’s responsibilities reflect the
Company’s key priorities: asset integrity and
thehealth, safety and well-being of employees,
contractors, communities and other stakeholders.
Protecting people and responsibly stewarding
assetsto generate value are central to the Board’s
oversight of the Company’s long-term success.
The Committee’s Terms of Reference state
aminimum of four meetings per year, and there
werefive meetings in 2025. Regular invitees to the
Committee include the EVP Chief Technical Officer,
EVP Operations and ESG, EVP Exploration and their
reports may be invited to attend for all or parts of
any meeting, as and when appropriate. Committee
members, their attendance, their skills and
experience can be found on pages 73 and 74.
Areas of focus in 2025
Health and safety
– Reviewed HSE performance, incidents, statistics
and areas for improvement, including follow up
actions from the contractor fatality early in 2024.
– Reviewed Occupational Health metrics
andpriorities.
– Noted management initiatives such as the Mine
Rescue Competition to support HSE performance.
– Reviewed audits within the Committee’s remit
toassess safety performance, underlining the
importance of safety culture to management.
Tailings monitoring
– Regular review of status and condition of the
Group’s tailings facilities and related activities.
– Reviewed the TSF Assurance programme to reach
full compliance with Global Industry Standard on
Tailings Management in due course.
Operations and capital projects
– Review of mine performance, including outlook
and key performance initiatives and priorities.
– Approval of a long-term and significant contract
formining services at Mana, considering risks
anddue diligence findings.
– Received reports on the scope and budget of the
Assafou DFS, as well as progress against the
agreed timeline.
– Deep dives on the Sabodala-Massawa and Lafigué
assets, considering lessons to be taken forward
with ongoing project developments.
– Review of capital projects including Lafigué, the
solar plant at Sabodala-Massawa, and Ity ReCYN.
– Ensured technical aspects of the ESG strategy,
including energy and renewables usage,
wereconsidered.
Exploration and reserves and resources
– Review of the 2025 exploration strategic plan
andprogramme.
– Considered and supported the Exploration strategy
2026-2030.
– Reviewed updates on exploration activities at
regular intervals, including the assessment of
resources and tools available.
Security of Operations
– Received updates on security conditions across
the Group’s operating countries. Maintained
oversight of the Security team’s preparedness
for,and response to, regional security risks.
– Considered the Company’s approach to artisanal
mining and the associated reputational and
production risks.
Reporting and Governance
– Considered the Annual Information Form and the
Reserves and Resources statement for 2025 to
recommend to the Board for approval.
– Review and approval of Group policies relevant
tothe Committee’s remit.
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Technical, Health and Safety Committee report
88 Endeavour Mining plc Annual Report 2024
On behalf of the Board, I am pleased to
present our Technical, Health and Safety
Committee report for the financial year
ended 31December 2025.
John Munro
Chair of the Technical, Safety and Health Committee
The purpose and operation of the ESG Committee
The Board recognises that the long-term success
and viability of the business requires vigilance of the
Company’s environmental impact, ensuring a strong
licence to operate and strict adherence to ethical
business practices within the Company.
The Company’s focus on ESG matters is part of its
corporate purpose, which is in place to benefit host
communities and countries, employees, suppliers
and investors. The Committee provides oversight
ofEndeavour’s ESG strategy and supports the
Company in fulfilling its responsibilities in respect
ofESG targets and commitments and ensuring its
governance is aligned with market practice and
stakeholder expectations.
In accordance with its terms of reference, the
Committee met four times in 2025. Regular invitees
to the Committee include EVP Operations and ESG,
EVP Public Affairs Security and Social Performance,
VP ESG, as and when appropriate. Committee
members, their attendance, their skills and
experience can be found on pages 73 and 74.
Areas of focus in 2025
ESG strategy
– Approved the Company’s 2025 ESG targets and
monitored performance against these targets.
– Considered the 2024 and 2025 ESG initiatives
and work programme.
– Reviewed the roadmap to meet 2030 Emissions
Targets, focusing on Scope 1, 2 and 3 and fair
and inclusive transitions.
– Considered Phase 2 of the Company’s ESG
Strategy (2026-2030).
Stakeholders and social projects
– Considered the Company’s updated Double
Materiality assessment and the reduction in
material topics.
– Reviewed significant community social projects
and progress against 2025 KPIs.
– Steered management on their approach to
community relations and partnering with third
parties to deliver greater benefits and impacts
tocommunities in which Endeavour operates.
– Considered communication strategies and
supporting independence and entrepreneurship
inlocal communities to bring about benefits in
therelationship with stakeholders.
Climate and decarbonisation
– Received an update on the Company’s progress
and the challenges to clean power.
– Considered the internal Climate Transition Action
Plan and how decarbonisation and business
efficiencies were aligned.
Reporting and external ratings
– Reviewed and approved the Company’s 2024
ESGdisclosures, and the Sustainability Report,
including the first TNFD disclosure, considering
the enhancement of sustainability reporting,
aligning it with the Annual Report more broadly.
– Oversaw compliance with the reporting
frameworks that the Company adheres to,
including TCFD, TNFD, SASB and CDP.
– Undertook training on IFRS sustainability
standards as a Board, following up on ISSB
Standards briefings in 2024.
– Supported management to achieve membership
of the Voluntary Principles on Security and
HumanRights.
– Monitored the Company’s ESG ratings, which
remained positive and have been maintained
compared to prior year.
Governance
– Approved updates to Group policies relevant to
theCommittee’s remit.
– Considered risks pertinent to the Committee’s
scope and management’s work to mitigate
theseactions.
– Noted the progress by management against ESG
targets and providing input on the satisfaction
ofthese targets to the Remuneration Committee.
– Incorporated considerations from other
Committees, particularly the Technical, when
considering the community project in respect
ofthe Assafou development.
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Environmental, Social and Governance Committee report
89 Endeavour Mining plc Annual Report 2024
On behalf of the Board, I am pleased to
present our Environmental, Social and
Governance Committee report for the
financial year ended 31December 2025.
Cathia Lawson-Hall
Chair of the Environmental, Social and Governance Committee
The purpose and operation of the
RemunerationCommittee
The purpose of the Committee is to design and
implement remuneration policies and practices to
support the successful delivery of the Company's
long-term strategy. The Remuneration Committee’s
responsibilities are set out in our terms of reference
which are available on the Company’s website.
In accordance with its terms of reference,
theCommittee met three times in 2025 and
comprises only Independent Non-Executive Directors.
Regular invitees to the Committee include the
Chairof theBoard, CEO, the Executive VP HR
andCommunication, and other members of the
Executive Committee and their reports, as and
whenappropriate. Individuals are not present when
decisions are considered or taken concerning their
own remuneration. Committee members, their
attendance, their skills and experience can be
foundon pages 73 and 74.
In 2025 the Committee was externally assessed
aspart of the Board Review and was assessed
aseffective. The process undertaken for this review
and the outcomes are discussed on page 79.
Dear Shareholders,
On behalf of the Remuneration Committee, I am
pleased to present the Directors’ Remuneration
Report for the financial year ended 31 December
2025 (the “Report”).
This Report sets out how the Remuneration
Policywas implemented in 2025, reports on
theremuneration paid to Directors in respect of
the2025 financial year, and how remuneration
outcomes are linked to actual performance.
Wehaveoutlined how we plan to implement the
Remuneration Policy in 2026. This Report has been
prepared in accordance with the Companies Act
2006 and Schedule 8 to the Large and Medium-
sized Companies and Groups (Accounts and
Reports) Regulations 2008. It also meets the
requirements of the Financial Conduct Authority’s
UKListing Rules and describes how the Committee
and the Board has applied the principles of good
governance as set out in the UK Code. This report
ispresented to shareholders for approval at our
AGMin 2026 and I hope we will have your support.
The Remuneration Policy
As outlined in the 2024 report, in reviewing the
remuneration policy, the Committee considered the
needs of the business, UK corporate governance,
and benchmarked practices against London listed
mining peers and our Global Gold Mining peer group.
The 2025 Remuneration Policy (the “Policy”) was
proposed to shareholders and approved at the
2025AGM.
Key changes were:
– an increase in minimum shareholding requirement
policy from 300% to 450% of base salary;
– in the event of recruitment, the Committee will
beable to utilise the exemption in the UK Listing
Rules to allow for the grant of awards to facilitate
the recruitment of Executive Directors in unusual
circumstances; and
– all legacy arrangements pertaining to the former
CEO which were aligned with North American
practices, such as long notice period payments
forloss of office, have been removed.
FIND OUT MORE
The Remuneration Policy is set out in full on our website and
canbe found here: www.endeavourmining.com/esg/governance/
board-committees-and-terms-of-reference/
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Directors’ Remuneration report
90 Endeavour Mining plc Annual Report 2025
I am pleased to present the Directors’
Remuneration report for the financial
year ended 31 December 2025.
Livia Mahler
Chair of the Remuneration Committee
Application of policy for 2026
The key points to note in respect of Executive
Director remuneration in 2026 are as follows:
– The CEO’s salary has been increased by 7%
to$1,284,000 (having been unchanged
since2024);
– The bonus, or Short Term Incentive Plan (STIP)
opportunity for the CEO isset at 150% of salary
(with a maximum opportunity of 200%) calculated
on the achievement of the metrics set out below;
– The long-term incentive plan (LTIP) opportunity for
the CEO is set at 400% of salary (with a maximum
opportunity of 600%) assessed on the outturn of
the strategic scorecard;
– Non-Executive Director base and committee fees
for 2026 (excluding the Chair) have been
increased by 3.5%; and
– The Chair’s fee has been increased by 11%,
representing the first adjustment to
compensationfor the role since 2022.
Thisdecision followed benchmarking against
FTSE100 size comparators, which determined
that acorrectionwas necessary to maintain
marketcompetitiveness, positioning the new
feeconservatively between the lower quartile
andthe median of the peer group.
I engaged with our investors and proxy advisory
agencies at the start of 2025 to present the Policy
and seek feedback. We received their feedback and,
where possible, took the opportunity to explain
ourposition. In summary we explained where the
changes were designed to support our ability to
recruit executives, and where we had continued
withlegacy pay practices which reflect the standard
practice in Canada, where we maintain an active
listing of around half of our register. In particular we
discussed concerns around the position in the event
of change of control, highlighting the delivery of
clarity and stability in the event of a change of
control, which ultimately, we feel, allows executives
to focus on maximising value for shareholders,
rather than their own retention.
The Policy was approved by 81% of shareholders and
applies to the Company from the 2025 AGM through
to the 2028 AGM. We have, prior to the publication
of this report, proactively offered shareholders the
opportunity to engage with Cathia Lawson-Hall, the
incoming chair, and with me; we look forward to
hearing from our shareholders on their priorities.
2025 Company performance
It has been a very strong year for Endeavour,
characterised by operational improvements and
record free cash flow generation. Management
delivered a robust financial performance, ending the
year with a strong balance sheet, record shareholder
returns, and remarkable share price performance.
Endeavour was the second-best performer on the
FTSE 100 index in 2025, supported by the record
gold price.
As the year progressed, the Board oversaw
preparations to transition into the Company’s next
phase of growth, with the completion of the pre-
feasibility study confirming the Assafou project in
Côte d’Ivoire as Endeavour’s next cornerstone mine.
Exploration underpins the Company’s long-term
growth, and at the end of 2025, we launched our
new exploration strategy to enhance portfolio quality
and support sustainable growth into the next
decade. Our “Strategic Progress” report on pages 14
to 17 offers additional perspectives on the business
outcomes for 2025.
2025 has delivered the highest returns to
shareholder to date with $435 million returned
byway of dividends ($350 million, including
$200million of dividends to be paid in April 2026
asdeclared in January 2026 in respect of H2-2025)
and share buybacks ($85 million).
I am delighted to report that all STIP targets across
financials, ESG, projects, and exploration have met
the 2025 threshold. We were particularly pleased to
see strong cash flow and exploration performance
indicators, given Endeavour's priorities.
The strong performance in exploration was also
evident in the outcome of the LTIP 2023 award,
which vested at the end of 2025, achieving
themaximum performance target of 14Moz
discovered. We also delivered outstanding
performance on absolute shareholder returns,
exceeding the maximum target and returning
$640millionto shareholders. More detailed
information is set out in the pages that follow.
Annual bonus (“STIP”) 2025
The Remuneration Committee reviewed
performanceagainst the STIP KPIs during 2025
(further detailed on page 93). The STIP scorecard
for2025 comprised seven factors: net free cash
flow, production levels, cost management,
ESG(comprising two individual metrics), Health,
Safetyand Environment, key capital projects and
exploration success.
Based on the overall calculated scorecard outcome,
the Remuneration Committee determined that the
2025 KPIs under the STIP, derived a performance
score of 111%. The Committee is delighted to see
this level of achievement for STIP outcomes, given
this is ultimately delivering stakeholder value across
both financial and non-financial aspects, resulting in
the sustainable success of the Company.
Long-term incentive (“LTIP”)
The LTIP award is an equity-based award, settled
inshares measured against KPIs set at the time
ofgrant. These conditions are measured over
aminimum period of three years.
Under the 2023 award, the vesting outcome was
123%. The award was calculated based on financial
metrics, including total shareholder returns (“TSR”),
absolute shareholder returns, Net Debt, ESG (split
into two metrics), projects and exploration success,
(as further detailed in the LTIP Scorecard on
page95). The Committee exercised minimal
discretion in respect of the projects KPI. The
formulaic outcome was adjusted after decisions
were made by the Board to improve contingency for
capital expenditure and the long-term effectiveness
and reliability of the project, which impacted the
Internal Rate of Return. The Committee therefore felt
it appropriate to adjust the outcome downwards,
given the change in the definition, from satisfaction
at maximum under the initial plan, prior to the
inclusion of additional capex, to the threshold.
Full details of the KPIs and performance against
them can be found on pages 15 to 17.
CEO remuneration
The primary objective of Endeavour’s executive
compensation programme is to incentivise
management appropriately to successfully execute
the Group’s high-growth business strategy, for the
benefit of all our stakeholders. Our people are
central to our success. There is currently significant
competition for experienced mining industry talent
globally. Therefore, attracting and retaining highly
talented executives with deep industry experience
and reducing attrition levels, specifically in the gold
mining sector, isa key priority. We aim to ensure
that remuneration is fairly balanced, so our people
are properly compensated in a way that it is deemed
reasonable by our shareholders. The compensation
structure isheavily focused on pay-for-performance
and on delivering core objectives.
Our current Remuneration Policy and structure take
into account both our status as a listed company
onthe London Stock Exchange and our Global Gold
Mining peer group.
When we set the remuneration package for Ian
Cockerill in January 2024, we aligned it with UK
market practice. We benchmarked his base salary
and performance-related pay potential against
relevant FTSE and Global Gold Mining peers, and,
given Ian Cockerill's calibre and experience as
aleading mining executive with a strong track
record,we positioned his base salary and total
compensation close to the upper quartile of
ourGlobal Gold Mining peers. The resultant
remuneration package strikes the right balance
between incentivising Ian Cockerill in achieving
successful outcomes for stakeholders in this
keyrole for the Company, correlated with the
achievement of our corporate purpose of
producinggold that delivers meaningful value
topeople and society.
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ADDITIONAL
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Directors’ Remuneration Committee report
Continued
91 Endeavour Mining plc Annual Report 2025
CEO remuneration in 2025
When determining Executive Director remuneration,
the Remuneration Committee considers its
decisionsin the context of the requirements of the
business, its talent needs, competitive market
practices, principles of the UK Code and the
Remuneration Policy.
Ian Cockerill's salary as CEO remained unchanged
from 2024 to 2025. His cash pension contribution
from the Company is capped at 10% of base salary,
in line with the percentage paid to the UK workforce.
In addition, he has a living allowance of $200,000
per annum. The Committee deliberated on the
CEO’ssalary in early 2026. We considered his
performance, the value he delivers to the Company,
the broader pay environment, both within Endeavour
and at our peers, as well as the scale, scope,
market comparability and responsibilities of his role.
Taking these factors into account, the Committee
resolved to increase his salary by 7% to $1,284,000
reflecting his demonstrably strong performance
andthe absence of any increase since 2024.
His2025 and 2026 STIP targets are set at 150% of
salary, with a maximum opportunity of 200%. Details
of the 2026 STIP award metrics are set out in the
table on page 94.
For 2025, the 111% outturn resulted in a STIP
payment of 166% of base salary ($1,998,000) or
83% of the maximum STIP outcome for the CEO,
calculated at $1,998,000.
In 2025 Ian’s LTIP target was set at 400% of salary
with a maximum opportunity of 600% in the event
that all performance conditions are exceeded,
reflecting a potential 1.5x vesting multiplier in
accordance with the Policy.
No discretion was exercised by the Committee in
respect of CEO’s remuneration.
Non-Executive Director and Chair fees
In 2025 the CEO and the Chair reviewed the Non-
Executive Directors’ fees. As the Non-Executive
Directors’ fees had not been increased since the
London listing in 2021, they concluded that it would
be appropriate to increase their retainer fee by
10%effective from 1 January 2025, to reflect the
workload, number of meetings they need to prepare
for and attend and the fact that their pay had not
been increased in four years, despite inflation.
From 2026, the Chair and the CEO decided that
amore systematic approach should be adopted and
that NED fees would be reviewed annually. This
review will take into account the time commitment
and responsibilities of our NEDs, as well as market
practice, whilst making reference to UK inflation and
workforce salaries. After consideration of these
factors, it was agreed that NED fees, with effect from
1 January 2026, will be uplifted by 3.5% and then
rounded down to the nearest hundred.
In early 2026, the Committee considered the
Chair’sfee, which had not been adjusted since
2022. We undertook a rigorous benchmarking
exercise against FTSE 100 size comparators, and
determined that acorrection was necessary to
maintain market competitiveness, positioning the
new fee conservatively between the lower quartile
and the median of the peer group. As with the Non-
Executive fees, going forward, the Chair’s fee will
bereviewed more regularly.
In 2024, three separate proposed class actions
were brought against the Company and certain
former and current Directors and Officers on behalf
of shareholders in Ontario, Canada, which have now
been consolidated into one. The proposed action,
which is yet to be accepted by the Court in Ontario,
asserts various claims, including alleged
misrepresentations relating to asset disposals
referenced in the findings of the internal
investigation into the former CEO, announced on
27March 2024, and the quality of the Company’s
internal controls over financial reporting and
governance structures. In response to the claims,
Alison Baker, in her role as Senior Independent
Director and Chair of the Audit and Risk Committee,
has been called upon to provide a leading role
representing the Company asdefendant. Given the
significant time and effort involved in responding to
this class action, it was agreed that Alison Baker
should receive an additional fee based on an hourly
rate. The Committee (recusing Alison) considered
this to be in line with Policy and was aligned with
theterms of her letter of appointment. Alison has
submitted timesheets detailing her additional work
and you can find details of the amount paid on page
98. We expect to incur further time and payments in
2026. The Committee, in consideration with the
Chair ofthe Corporate Governance and Nominating
Committee, with the full support of the Board, is
comfortable that this additional payment does not
affect Alison’s independence.
Linking remuneration to ESG
We are conscious of both the positive and
potentiallynegative impacts of our operations on our
employees, local communities and the environment
and as discussed on page 18, we have a clear ESG
strategy in place to manage these impacts and
maximise the benefits we bring to our stakeholders.
It is crucial that our remuneration practices are
aligned with this strategy and therefore we integrate
relevant metrics into our incentive plans, with health
and safety and ESG targets constituting 30% of the
award under our STIP incentives for 2026. We
ensure that our people are rewarded appropriately
and we strive to continually improve our
rewardoffering.
Our STIP is available to the majority of employees
ofEndeavour, allowing them the opportunity to
benefit from the Company’s success as part of
theirremuneration, based on common Group-level
targets. As a mining company, safety is a core
component of our operational philosophy and our
licence to operate depends on strong relationships
with local communities, employees and
labourunions.
Throughout the year, our leadership team engaged
closely with communities and our people at our mine
sites to identify and address issues on the ground,
oversee safety, and better understand and support
the wellbeing of our people through ongoing dialogue
and feedback.
The Remuneration Committee remains cognisant
ofexecutive pay in the broader context of mining
industry trends and the Policy aims to ensure our
approach to remuneration is aligned to our strategy
and supports the delivery of long-term sustainable
success, for the benefit of all our stakeholders.
Information can be found on how the Board engages
with all our stakeholders including the wider
workforce, on pages 22 to 23.
Shareholder engagement
The Company has operated successfully over the
course of the year, strengthening our asset base and
our pipeline, despite the significant challenges we
faced in 2024, the management of which continued
into 2025. We look forward to updating you over the
coming year and to continued success under
IanCockerill's leadership.
The Committee and I welcome any questions
shareholders may have in relation to remuneration
and I and Cathia will be available to answer them
either at or before the 2026 AGM.
Livia Mahler
Chair of the Remuneration Committee
4March 2026
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ Remuneration Committee report
Continued
92 Endeavour Mining plc Annual Report 2025
Remuneration paid in respect of 2025
2025 Annual bonus outcomes
2025 STIP (annual bonus) was determined by the performance scores on a predefined performance scorecard. For the CEO, the performance scorecard delivered resulted in an award of 166% of base salary, against
amaximum of 200% of base salary.
2025 bonus performance against the STIP scorecard
Our annual performance scorecard is based on core KPIs vital for the advancement of the business, which are measured against financial, operational, HSE and ESG objectives as well as specific projects. This has the
benefit of setting clear objectives in advance and has been effective in delivering the required performance from the executive team.
There were strong scores against the production, ESG, HSE, projects and exploration metrics.
More detail on the targets achievement is provided in the table below.
Measure
1,2,6
Weighting % Threshold
2
STIP target
2
Maximum
2
Actual % Achievement
1
Net free cash flow
3, 5
15.0% Better than the low end of guidance at
$2,200/oz
At target, based on $2,200/oz Above the high end of guidance at $2,200/oz $380m 12.0%
Production
5
15.0% Above bottom end guidance 1,110koz 1,185koz Beat the high end of guidance 1,209koz 16.6%
AISC
4, 5
15.0% Within guidance $1,275/oz
7
Beat the low end of guidance $1,320/oz 11.2%
ESG: Climate and Procurement
Scope 35
7.5% 20% Engagement or Integration 6% of total
Supplier Spend as defined per the Green
House Gas (“GHG”) protocol
30% Engagement or Integration 12% of
total Supplier Spend as defined per the
Green House Gas (“GHG”) protocol
35% Engagement and Integration 12% of
total Supplier Spend as defined per the
Green House Gas (“GHG”) protocol
Above target 20.0%
ESG: People Strategy 7.5% Completion of group-wide grading project, to
have all positions graded
Threshold and Succession plan
implemented for all roles from the Head of
Department level and above across the
organisation
Target and Development plans created for all
identified successors for GMs, VP
Exploration positions, SVPs, and ExCom
roles
Health, Safety and Environment:
Safety
7.5% TRIFR group average for FY-2024 and FY-2025
below mid-point of peer group
9
and no fatality
in the period
Threshold and all sites Emergency
Response Team qualify and compete in
FY-2025 Company Mine Rescue
Competition
Target and Complete 6 Visible Felt
Leadership Inspection at our operating sites
per EVP during FY-2025 visit
At target 7.5%
Health, Safety and Environment:
Safety
(fatality = zero)
8
7.5% No Major TSF or Environmental incident (Level
4) in the period
No Major TSF or Environmental incident
(Level 4) in the period
No Major TSF or Environmental incident
(Level 4) in the period
Achieved Max 10.0%
Projects 15.0% One Concept Study to be completed in 2025 Two Concept studies to be completed in
2025
Three Concept studies to be completed in
2025
Achieved Max 20.0%
Exploration: Replacement of
average depletion over 2023,
2024 and 2025
7, 5
10.0% Miss target by <10% Meet target Exceed target by >10% Achieved Max 13.3%
Total 100% 111%
1. The annual bonus assesses individual performance by way of a multiplier of 0–1.33 applied to the target bonus opportunity. The CEO had a target bonus equal to 150% of salary, and, based on the calculated 2025 performance, the Committee
validated a multiplier of 1.11x for his scorecard outcome.
2. At Threshold paid out at 50%, at Target at 100% and at Maximum at 133% of the objectives’ weighting.
3. Net free cash flow is before shareholder returns (dividends and buybacks), growth capital expenditure and other adjustments in line with the calculation methodology approved by the Remuneration Committee. The methodology recalculates the
mine's free cash flow at a realised gold price of $2,200/oz, adjusted for capex approved by the Board during the year that was outside the original budget, and for VAT recoveries related to factors outside management control.
4. Adjusted for $2,200/oz royalties and contributions linked to the gold price.
5. Achievement outcomes are interpolated on a straight-line basis from Threshold (50%) to Target (100%) to Maximum (133%) where applicable.
6. Quantitative elements of the measures were updated for M&A activity during the course of the year, in line with the methodology approved by the Committee. No adjustment was made during the year.
7. Per the budget set by the Board at a realised gold price of $2,200/oz.
8. No straight-line interpolation on scoring, Threshold at 50%, Target at 100% and Maximum at 133% of weighting.
9. Mining companies in the peer group (as defined in January 2023) include Kinross Gold, IAMGOLD, Harmony Gold Mining, Evolution Mining, Anglogold Ashanti, Gold Fields, Equinox Gold, Agnico Eagle Mines, Northern Star Resources, Barrick Mining
Corp, B2 Gold Corp, SSR Mining Inc, Sibanye Stillwater, Polymetals Resources, Newcrest, Polyus, Yamana and Centamin.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Annual report on remuneration
93 Endeavour Mining plc Annual Report 2025
Calculable 2025 bonus outcome for the CEO
1
Bonus Scorecard (0-133%) 111%
Final calculable outcome ($) 1,998,000
as % of salary 166%
as % of maximum 83%
Final outcome paid ($)
2
1,998,000
1. The overall performance of the Company is assessed against a scorecard of seven KPIs; safety of personnel, ESG, production levels, net cash flow, cost management, exploration success and key projects as detailed on the table above.
2. 50% of the 2025 CEO STIP payment was deferred into shares in line with the Remuneration Policy.
Long-Term Incentive Award
The 2023 LTIP award was granted under the Performance Share Plan, part of the Endeavour Rewards programme, which runs annually and benefits senior executives as well as high-potential employees. The Performance
Share Plan aligns with comparable peers' plans and aims to incentivise senior management to achieve mid- to long-term targets, rather than making decisions based on short-term planning or results.
Awards were made subject to performance targets, to which (for certain performance targets) a multiplier that is interpolated (where applicable) from Threshold-to-Target and Target-to-Maximum could be applied, depending
on the achievement of the objectives.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Annual report on remuneration
Continued
94 Endeavour Mining plc Annual Report 2025
2023 LTIP award vesting
The vesting outcome for the 2023 LTIP award which vested on 31 December 2025, was 123% of the original target award amount. The current CEO did not benefit from this award because he was not an employee of the
Company when it was granted on 1 January 2023.
Measure
1
Weighting % Threshold Target Maximum Actual % Achievement
3
Discretion or
adjustment to
targets
Total Shareholder Return (TSR)
2,6
25.0% At the median (10th place) Interpolated Upper Quartile (top 5) 9th place, above
threshold
15% N
Absolute Shareholder Returns
5
25.0% $475m $525m $600m At Max, $640m 38% N
Net Debt Ratio 10.0% Equal to or below 0.5x Equal to or below 0.3x Equal to or below 0.2x At Max, 0.07x 15% N
ESG: ISO 14 001 / ISO 45 000
certification
7.5% 80% compliant by 31 December
2025
90% compliant by 31 December
2025
100% compliant by 31 December
2025
At Max 11% N
ESG: Carbon Emissions strategy 7.5% Carbon emissions not to exceed
618kg CO
2
/oz from our operations
by 31 December 2025
Carbon emissions not to exceed
593kg CO
2
/oz from our operations
by 31 December 2025
Carbon emissions not to exceed
568kg CO
2
/oz from our operations
by 31 December 2025
Above target, at 674Kg
CO
2
/oz
10% N
Projects
4
12.5% IRR equal to or above 18% IRR of 20% IRR greater than 25% Achieved 22% 15% Y
Exploration
3
12.5%
Greater than or equal to 11.5Moz
indicated resource discovery target
from 2021 to 2025
12Moz indicated resource
discovery target from 2021 to
2025
Greater than or equal to 13.5Moz
indicated resource discovery target
from 2021 to 2025
At Max at 14Moz 19% N
Total 100% 123% out of a max
of 150%
1. Quantitative elements of the measures were updated for M&A activity during the course of the vesting period, in line
with the methodology approved by the Committee. No adjustments were made during the vesting period.
2. Overall, the Group was ranked 9th out of 20 mining companies; its Relative TSR was measured from 1 January 2023
to 31 December 2025 against the Company’s peer group. As of 31 December 2025, the Group had achieved a 171%
total shareholder return during the three-year vesting period. Mining companies in the peer group (as defined in January
2023) include Kinross Gold, IAMGOLD, Harmony Gold Mining, Evolution Mining, Anglogold Ashanti, Gold Fields, Equinox
Gold, Agnico Eagle Mines, Northern Star Resources, Barrick Mining Corp, B2 Gold Corp, SSR Mining Inc, Sibanye
Stillwater, Polymetals Resources, Newcrest, Polyus, Yamana and Centamin.
3. Achievement outcomes are interpolated on a straight-line basis from Threshold (50%) to Target (100%) to Maximum
(150%).
4. The Project IRR was approved by the Remuneration Committee based on the management case presented during the
course of the vesting period, at the agreed gold price. The Committee exercised minimal discretion and the formulaic
outcome was adjusted downwards, given the change in the definition, from satisfaction at maximum under the initial
plan, prior to the inclusion of additional capex, to the threshold. See page 91 for more detail.
5. Dividends only, excludes share buybacks.
6. At the 10th place or threshold, the Company would achieve an outcome of 8.75%, which represents 35% of the 25%
weighting. The Company's methodology awards the maximum achievement if its performance ranks within the top five
performing companies. No adjustments were made during the vesting period.
TSR performance
Given that we have only completed four full financial years as a listed company on the London Stock
Exchange, we have presented Toronto Stock Exchange performance to illustrate growth and performance over
the past 10 years. This will be built on in future to eventually present a view of total shareholder return over
atrailing ten years. This graph shows the total return on investment for Endeavour Mining plc shares as at
31December 2025 benchmarked against relevant indices. Since 2015, the total shareholder return over that
period (using the CAD$70.68 price at the end of December 2025) is approximately 826%.
1. The FTSE All-share is shown as a comparison, being a relevant LSE reference, in addition to the S&P/TSX Global Gold
Index, being the most appropriate industry comparison.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Annual report on remuneration
Continued
95 Endeavour Mining plc Annual Report 2025
Endeavour FTSE 100 S&P/TSX Global Gold Index
31/12/2015 30/12/2016 29/12/2017 31/12/2018 31/12/2019 31/12/2020
31/12/2021 30/12/2022 29/12/2023 31/12/2024 31/12/2025
0%
100%
200%
300%
400%
500%
600%
700%
800%
900%
Long-term incentives awarded during the financial year 2025 (audited information)
Share awards granted to the CEO during the year are set out below:
Executive
Date of award
Award Type
Face Value
(% basic salary) Face Value ($m)
1
Number of Awards
granted
3
Fair Value
(% basic salary) Fair Value ($m)4
Threshold
performance
(% face value)
Maximum
performance
(% face value)
End of performance
period
End of vesting/
holding period
Ian Cockerill
6 April 2025
PSUs
2
400% 4.8 264,204 292% 3.51 50% 150% 31 Dec 27 31 Dec 27
Ian Cockerill
11 April 2024
PSUs
2
300% 3.6 171,959 198% 2.37 50% 150% 31 Dec 26 31 Dec 26
1. Face value represents the value granted on the 2025 award at 400% of salary based on the price used to determine the grant of CAD$26.02, being the TSX 10-Day volume Weighted Average share price as at 31 December 2024 and the value
granted on the 2024 award at 300% of salary based on the price used to determine the grant of CAD$28.66, being the TSX 10-Day volume Weighted Average share price as at 11 April 2024. Performance measures are subject to a multiplier of
150% if the maximum is exceeded. The award is subject to a holding period subsequent to vesting in accordance with the Remuneration Policy.
2. Awarded under the Non-UK Performance share plan.
3. The maximum number of Endeavour Mining plc shares associated with this grant, not factoring the holder’s dividend right under the plan, would be 257,939 for the 2024 award and 396,306 for the 2025 award.
4. The fair value reflects the estimated market value of the award at grant date, taking into account the vesting conditions, expected performance outcomes, and relevant market-based assumptions.
Three-year targets are set annually considering the Company’s overall strategic plan. The 2025 targets for the LTIP awards in the table above are set out below, which will vest over 2025, 2026 and 2027.
Measure
1
Weighting
2,7
Threshold Target Maximum
Vesting at
threshold
Vesting at
Target
Vesting at
maximum
TSR
3,4
25.0%
At the median (10th place) Interpolated Upper Quartile (Top 5) 12.5% 25.0% 37.5%
Dividend
5,6
25.0%
$600m $648m $700m 12.5% 25.0% 37.5%
Net debt
6
10.0%
<0.5x <0.5x ≤0.3x 5.0% 10.0% 15.0%
Projects and Exploration
8
25.0%
A drill programme executed to confirm the
Reserve & Resources for DFS and two new
exploration satellite deposits discovered at
the Assafou Project with a defined resource,
during the vesting period
Threshold + an Environmental and Social
Impact Assessment ("ESIA") completed to
a FIS standard during the vesting period
Target + Assafou Resettlement Action Plan
(“RAP”), community road and overhead
power line early works design completed
(Excludes construction works and/or any
physical resettlement)
12.5% 25.0% 37.5%
ESG 15.0% Cumulative land restoration and protection
100ha for the Group during the vesting
period
Cumulative land restoration and protection
125ha for the Group during the vesting
period.
Cumulative land restoration and protection
150ha for the Group during the vesting
period.
7.5% 15.0% 22.5%
Total
100.0% 50.0% 100.0% 150.0%
1. Objectives based on portfolio and status quo as at 1 January 2025, adjusted for any subsequent M&A activity during the vesting period.
2. Weightings are interpolated where applicable.
3. Measured against the grant price over the vesting period. Subject to an average three-month pricing mechanism and a backwards-looking average, in line with UK best practice.
4. Peer group as defined by the Remuneration Committee. Peer group includes Newmont, Agnico Eagle, Barrick, Northern Star Resources, Gold Fields, Kinross, AngloGold Ashanti, Alamos Gold, Evolution Mining, Harmony, Lundin Gold, B2 Gold,
Eldorado Gold, Sibanye Stillwater, IAM Gold, Equinox Gold, Perseus Mining, New Gold and OceanaGold.
5. Delivers Shareholder Returns Strategy as defined by the plan (dividends only) for the 2024-2026 period. Excludes any special dividends associated with M&A, and adjusted for any strategic decision taken by the Board.
6. Adjusted for any strategic decision taken by the Board.
7. Achievement outcomes are interpolated on a straight-line basis from Threshold (50%) to Target (100%) and from Target (100%) to where maximum (150%) measures are interpolated where applicable.
8. No straight-line interpolation on scoring, Threshold at 50%, Target at 100% and Maximum at 150% of weighting.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Annual report on remuneration
Continued
96 Endeavour Mining plc Annual Report 2025
Single-figure remuneration for the 2025 financial year (audited information)
The table below shows payments for the current CEO for the 2024 and 2025 financial years and the former CEO for the 2024 financial year.
Director / Year
Salary/Fees
1
$’000
Benefits
2
$’000
Pension/cash
in lieu of
pension
3
$’000
Bonus
$’000
Performance
Awards at Face
Value
$’000
Clawback
6
$’000
Total
remuneration
$’000
Total fixed
remuneration
4
$’000
Total variable
remuneration
5
$’000
Ian Cockerill/Year to December 2025
1,200 239 120 1,998 – – 3,557 1,559 1,998
Ian Cockerill/Year to December 2024
1,192 356 119 960 – – 2,627 1,667 960
Sebastien de Montessus/Year to December 2024
– – – – – (10,954) (10,954) – (10,954)
1. This is the base salary payable for the year.
2. Benefits disclosure includes tax assistance, housing, financial advice, private medical, flights for spouse, travel and life insurance.
3. Pension contributions consist of employer contributions equivalent to 10% of base salary and bonus in line with the UK workforce. The figure excludes any salary sacrifice payments made by the Executive Director.
4. Total fixed remuneration includes salary, benefits and pension contributions based on salary.
5. Total variable remuneration includes bonus, performance awards and pension contributions based on bonus. In 2024 and 2025 pension awards were based on percentage of salary only.
6. In line with regulatory requirements for reporting single figure outcomes, this column sets out the value of the malus and clawback applied to the former CEO’s variable remuneration which has previously been reported in prior single figure tables.
– The sum of the following has determined the clawback value disclosed in the single-figure remuneration table.
– $8.8 million, the fair value of the 2021 and 2020 previously vested LTIP awards recovered by the Company in 2024 upon the CEO’s termination.
– The former CEO paid the Company $1.4 million in July 2024 as part of a settlement agreement.
– $817,227 being the fair value of the forfeited Endeavour Mining plc Shares associated with his 2022 deferred bonus award. The 37,585 shares were valued according to the share price on 3 January 2024, which was £17.16,
converted to US dollars at a rate of 1.2671.
– Furthermore, as stated in the 2023 Annual Report, the former CEO did not receive any annual bonus or Short-Term Incentive Plan for the financial years 2023 or 2024. His remaining unvested share awards, along with the 37,585 deferred
bonus shares from 2022, totalling 679,812 shares all lapsed completely. The total value of these awards and annual bonus was US $16.8 million, as reported on 18 January 2024. This amount is not included in the clawback figure set out in
the table above because it relates to awards not previously reported in the single figure table, as their performance periods were still active, or the 2023 annual bonus, which lapsed upon termination. Thus, the total clawback associated with
the CEO termination was approximately $27.8 million.
Payments to past directors in 2025
No payments were made to past Directors in 2025.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Annual report on remuneration
Continued
97 Endeavour Mining plc Annual Report 2025
Single-figure of total 2025 remuneration for Non-Executive Directors (audited information)
The remuneration of the Non-Executive Directors for 2025 is set out below:
Cash DSUs
1
Other fees Totals
Non-Executive Directors
2025
$
2024
$
2025
$
2024
$
2025
$
2024
$
2025
$
2024
$
Venkat
2
530,000 530,000 – – – 530,000 530,000
Alison Baker
4
257,000 240,000 80,000 80,000 25,464 – 362,464 320,000
Alison Henwood
– – – – – – – –
Cathia Lawson-Hall
155,250 185,000 96,750 50,000 – – 252,000 235,000
John Munro
3
168,300 90,000 68,700 39,000 – – 237,000 129,000
Livia Mahler
130,900 119,000 156,100 151,000 – – 287,000 270,000
Naguib Sawiris
187,000 170,000 –
–
– – 187,000 170,000
Patrick Bouisset
187,000 170,000 40,000 44,000 – – 227,000 214,000
Sakhila Mirza
187,000 170,000 60,000 0 – – 247,000 170,000
Totals
1,802,450 1,674,000 501,550 364,000 25,464
–
2,329,464
2,038,000
1. Deferred Share Units or (“DSUs”), are in respect of the value of fees which were taken in the form of DSUs during the year and are determined quarterly. The number of units are determined by the election of a percentage of fees to be made
byway of DSUs by each Director, divided by the higher of the 5 day V-WAP or the closing share price at the end of each quarter.
2. The Chair of the Board gets a fixed inclusive retainer but does not receive any Committee fees.
3. John Munro was appointed to the Board on 30 May 2024 and his fee was pro-rated accordingly.
4. Alison Baker received an additional fee as agreed by the Remuneration Committee in 2025 to act as a defendant in the class action in Canada in respect of claims brought on behalf of shareholders. There will be a further fee paid in 2026.
Payments for loss of office and to past directors (audited)
No payments for loss of office were made during the year.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Annual report on remuneration
Continued
98 Endeavour Mining plc Annual Report 2025
Annual Bonus or STIP
The 2026 STIP replicates many of the key performance indicators that we believe are important for the
Company to achieve each year to deliver stable business results, although certain elements and annual
targets will vary year to year. The following has been agreed for the 2026 STIP award:
– 15% of the award scorecard is weighted to ESG-linked measures, with a focus on Community
“buyin”andPeople Strategy;
– 15% for safety based on TRIFR measures and overall safety management metrics, and no major tailings
orenvironmental incidents in the year;
– 45% for business and financial performance metrics (mine free cash flow, cost base and production);
– 15% against capital projects development metrics; and
– the final 10% is based on metrics relating to exploration reserves replacement.
The Committee believes that these KPIs are appropriate to reflect robust Company performance, balanced
with maintaining important ESG and HSE standards and that they provide a suitable range of stretch
targetsfrom threshold through to maximum. Concept studies are market sensitive but will be disclosed
retrospectively in the 2026 Annual Report and are summarised below.
Please refer to the 2026 STIP table below for further detail.
STIP matrix for 2026 award
2026 Measures
1
Weighting
7
(%) Threshold Target Maximum
Mine free cash flow
3,5
15% Better than the low end of guidance at $3,300/oz Mid-Point of Guidance at $3,300/oz Above the high end of guidance at $3,300/oz
Production
5
15% Above the bottom end guidance at 1,090koz Mid-Point of Guidance Beat the high end of guidance at 1,265koz
AISC
4,5
15% Within implied guidance at $3,300/oz $1,763/oz at $3,300/oz Below/at low end of the implied guidance at $3,300/oz
ESG: Community 7.5% Community Buy-In – “Keep our Commitments.” These
annual commitments align with all commitments
made during the official consultation frameworks,
which are part of our engagement and trust-building
tools. Above 75% of the 10 key commitments
identified by site closed by the end of the year
Community Buy-In – “Keep our Commitments.”
These annual commitments align with all
commitments made during the official consultation
frameworks, which are part of our engagement and
trust-building tools. Above 85% of the 10 key
commitments identified by site closed by the end
of the year
Community Buy-In – “Keep our Commitments.” These
annual commitments align with all commitments made
during the official consultation frameworks, which are
part of our engagement and trust-building tools. Above
100% of the 10 key commitments identified by site
closed by the end of the year
ESG: People Strategy
8
7.5% Delivery of People Strategy as presented to the
Committee. 60% achievement as defined by positions
filled
Delivery of People Strategy as presented to the
Committee. 80% achievement as defined by
positions filled
Delivery of People Strategy as presented to the
Committee. 100% achievement as defined by positions
filled
HSE
3,8
7.5% TRIFR group average for FY2025 and FY2026 below
the mid-point of ICMM Member reporting and no
fatality in the period
Threshold plus Increase overall Leading Indicators
(Near misses, PTO, and SAO) by 15% in FY2026
compared to FY2025 (Operations, Corporate,
Projects, and Exploration), with a 5% increase in
closed corrective actions in FY2026 compared to
FY2025.
Threshold plus Increase overall Leading Indicators (Near
misses, planned task, and safe act observations) by
20% in FY2026 compared to FY2025 (Operations,
Corporate, Projects, and Exploration), with a 10%
increase in closed corrective actions in FY2026
compared to FY2025
HSE
9
7.5% No Major Environmental Incidents as per Endeavour
Classification of Environmental Incidents (Level 4) in
FY2026
Threshold plus maintain an AEIFR (“All
Environmental Incidents Frequency Rate”) of ≤
0.50, based on the average frequency rate of
environmental incidents over the past four years
Target plus close out an additional 5% of open corrective
actions identified from internal environmental
inspections in FY2026, compared to FY2025.
Projects
8
15% One PFS to be completed in 2026 out of key projects
identified
One FS to be completed in 2026 out of key
projects identified
Target plus Ity ReCyn expansion, mechanically installed
and commissioning commenced by 28 February 2027
Exploration
6
: Replacement of average
depletion over 2024, 2025 and 2026
10% Miss target by less than 10% Meets target (100%) Exceeds target by more than 10%
Total
100%
1. Objectives based on portfolio and status quo as at 1 January 2025, adjusted for any subsequent M&A activity during the vesting period.
2. Per the FY-2025 ICMM Member data for Fatalities and Recordable incidents externally published during the course of FY-2026.
3. Work-related, does not include the transportation of employees outside of our operations.
4. Includes entire portfolio, excludes disposals in the vesting period.
5. External guidance presented at $3,000/oz.
6. On a contained ounce basis.
7. Achievement outcomes are interpolated on a straight-line basis from Threshold (50%) to Target (100%) and from Target (100%) to where maximum (133%). Measures are interpolated where applicable.
8. No straight-line interpolation on scoring, Threshold at 50%, Target at 100% and Maximum at 150% of weighting.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Remuneration
99 Endeavour Mining plc Annual Report 2025
Long-Term Incentive
The 2026 LTIP award is designed to align the CEO’s reward, and senior management as a whole, with the
shareholder experience.
The first 50% of the award-based on two distinct but related performance conditions: relative returns versus
agroup of top global gold mining peers, and absolute returns versus our public commitments to shareholder
returns (through dividends, but excluding share buybacks). Each of these ‘relative’ and ‘absolute’ factors has
a 25% weighting, and we believe that this combined 50% shareholder-experience weighting adequately aligns
with the primary investment interests of our shareholders, while still providing for incentives on other
important stakeholder metrics.
The additional metrics relating to the remaining 50% of the award, include:
– a Net Debt/EBITDA target in respect of 10% of the award, which is aimed at incentivising financial
prudence and discipline around the balance sheet;
– a combined capital projects and exploration target of 30%, which focuses on the requirement for
management to deliver the Assafou project as approved by the Board and continue to focus on
deliveringounces through exploration; and
– an ESG target of 10% relating to tailings management.
Please refer to the LTIP 2026 award matrix below for further details.
LTIP matrix for 2026 award
2026 Measures
1
Weighting
2,7
(%) Threshold Target Maximum
TSR - Performance
(Rank 1-20)
3,4
25% At the median (10th place) Interpolated Upper Quartile (Top 5)
Dividends
5
25% Target less $250m $1,087.5m Target plus $250m
Net debt
6
10% ≤0.5x ≤0.5x ≤0.2x
Exploration
15% 5Moz Resource (Inferred and measured indicated)
added in the vesting period
6Moz Resource (Inferred and measured
indicated) added in the vesting period
7Moz Resource (Inferred and measured
indicated) added in the vesting period
ESG
10% Implement the Global Industry Standard for
Tailings Management (GISTM) at the defined % by
the Committee
Implement the GISTM at the defined % by the
Committee (Threshold +10%)
Implement the GISTM at the defined % by the
Committee (Threshold +20%)
Projects
6, 8
15% Deliver on projects against milestones defined by the Committee which will be subject to relevant government approvals
Total
100%
1. Objectives based on portfolio and status quo as at 1 January 2026, adjusted for any subsequent M&A activity during the vesting period.
2. Weightings are interpolated where applicable.
3. Measured against the grant price over the vesting period. Subject to an average three-month pricing mechanism and a backwards-looking average, in line with UK best practice.
4. Peer group as defined by the Remuneration Committee. Peer group includes Newmont, Agnico Eagle, Barrick, Northern Star Resources, Gold Fields, Kinross, AngloGold Ashanti, Alamos Gold, Evolution Mining, Harmony, Lundin Gold, B2Gold,
Eldorado Gold, Sibanye Gold, IAMGold, Equinox Gold Corp,Perseus Mining, Couer Mining, and Oceana Gold.
5. Deliver Shareholder Return Programme as externally communicated on 29 January 2026 (dividend paid and accrued in the vesting period, excluding share buy-backs). Excludes any special dividends associated with M&A and will be adjusted
foranystrategic decision taken by the Board.
6. Adjusted for any strategic decision taken by the Board during the vesting period. The specific targets have not been disclosed at this stage as they are considered by the Committee to be commercially sensitive, and it is not considered in the
interests of shareholders to disclose further details on a prospective basis. Details will be provided on a retrospective basis.
7. Achievement outcomes are interpolated on a straight-line basis from Threshold (50%) to Target (100%) and from Target (100%) to where maximum (150%) measures are interpolated where applicable.
8. No straight-line interpolation on scoring, Threshold at 50%, Target at 100% and Maximum at 150% of weighting.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Remuneration
Continued
100 Endeavour Mining plc Annual Report 2025
Historical Group CEO remuneration outcomes
We have completed four financial years as a listed company on the London Stock Exchange, and so five
years of data is shown below. This will be built on over the years to come, to eventually present a view of
total remuneration for the CEO over 10 years.
Single figure of remuneration for
the CEO $000 2025 2024 2023 2022 2021
CEO – Ian Cockerill
3,557 2,565 – – –
Annual bonus pay-out (% of maximum) 83% 40% – – –
LTIP pay-out (% of maximum) – – – – –
Former CEO – Sébastien de Montessus
1
– (10,954) 10,776 10,844 22,745
Annual bonus pay-out (% of maximum) – – 76% 100%
LTIP pay-out (% of maximum) – – 83% 100% 81%
1. As set out in the single figure of remuneration section on page 97 above, the former CEO also forfeited unvested
shareawards over a total of 679,812 shares (valued at US$16.8 million). This amount has not been included in the
clawback amount above as it relates to awards which were not previously reported in the single figure table as the
relevant performance periods were still in flight.
Relative importance of spend on pay
The table below shows the total expenditure on employee remuneration and the distributions to shareholders
in 2025.
2025 2024
Employee remuneration
1
$308m $240m
Distributions to shareholders
2
$435m $277m
1. Employee remuneration includes amounts capitalised to payroll of $18.8 million in 2025 and $18 million in 2024
primarily related to delivery of the Lafigué Project.
2. Includes dividends declared and share buybacks carried out, during the 2026, 2025 and 2024 financial years.
Directors’ interests in the shares of the Company (audited)
Alignment to shareholder interests (audited)
At 31 December 2025, current levels of ownership by the CEO are shown below.
Director Requirement as
a % of salary
Current %
of salary
held
1
% of
requirement
achieved
Number of
shares
owned
Value of
shareholding
2
Date of
requirement to be
achieved
Ian Cockerill 450% 228% 51% 53,196 2,735,322 January 2029
1. Shareholding percentage calculated using closing price on 31 December 2025 of CAD$70.68 and CAD:USD FX rate
of0.7275.
2. The value of shares shown in this table includes shares held but excludes unvested PSUs.
3. The salary reference is $1,200,000 being the CEO’s salary on 31 December 2025.
A summary of interests in shares and scheme interests of the Directors who served during the year is given
below. No shares were held by any connected persons of the Directors.
Directors Total number of shares Unvested with performance
conditions(2025)
31 December
2025
1 January
2025
At target At maximum
Ian Cockerill 53,196 31,900 451,667 677,501
Venkat 16,000 16,000 n/a n/a
Naguib Sawiris
1
47,820 47,820 n/a n/a
1. 24,389,580 shares (as at 4 March 2026 being the latest practicable date prior to publication of the Annual Report)
are held by La Mancha Resource Capital LLP. La Mancha is a privately held gold investment company, whose ultimate
beneficial owner is Mrs Yousriya Nassif Loza, who is a connected person of Mr Naguib Sawiris. These shares are in
addition to the above reported figure for Mr Sawiris.
No shares were purchased or disposed of by the CEO between 31 December 2025 and 4 March 2026,
(being the latest practicable date prior to publication of the Annual Report). No awards were made without
performance conditions during the year.
The post-cessation shareholding policy is that any Executive Director, upon their ceasing in role, will be
required to hold the lower of (i) the shareholding at the date of ceasing to be an Executive Director; or
(ii)shares equivalent to the minimum share ownership guideline at that date. 100% of the minimum share
ownership shall be held for a period of one year post employment, and thereafter at the level of 50% until
theconclusion of two years, post-employment. Appropriate enforcement mechanisms exist, whereby shares
awarded can be locked in the vested share account of former Executive Directors until the post-cessation
period has ended. The Committee reviews compliance with the shareholding requirement, taking into account
shareholder expectations and has full discretion in determining any penalties for non-compliance.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Remuneration
Continued
101 Endeavour Mining plc Annual Report 2025
Annual percentage change in remuneration of Directors and employees
The table below shows the annual percentage change in each Director’s remuneration (excluding LTIPs) between the year ended 31 December 2021 and the year ended 31 December 2025 and the average percentage
change in the same remuneration over the same period in respect of the employees of the Company on a full-time equivalent basis.
The average employee pay has been calculated by reference to the mean of employee pay basis. Alison Henwood was appointed to the Board in January 2026 and accordingly she has been excluded from the table below.
% change in remuneration
FY-2024-2025 FY-2023-2024 FY-2022-2023 FY-2021-2022 FY-2020-2021
4
Director
1
Cash DSU Other Cash DSU Other Cash DSU Other Cash DSU Other Cash DSU Other
Non-Executive Director
Venkat — — — — — — 66% — — 100% — — — — —
Ian Cockerill
2
N/A N/A N/A (100%) (100%) — 95% 50% — 100% 100% — — — —
Alison Baker
3
7% — 100% 27% — — 11% 11% — — 20% — 21% 200% —
Cathia Lawson-Hall (16%) 94% — 317% 858% — 100% 100% — — — — — — —
Livia Mahler 10% 3% — — — — — 23% — — (2%) — (10%) 34% —
Sakhila Mirza 10% — — — 200% — 295% 300% — 100% 100% — — — —
John Munro 87% 76% — 100% 100% 100% — — — — — — — — —
Naguib Sawiris 10% — — — — — — — — — — — — — —
Patrick Bouisset 10% (9%) — 57% 73% — 100% 100% — — — — — — —
Executive Director
Ian Cockerill
2
35% 4% — 100% 100% — N/A N/A N/A N/A N/A N/A N/A N/A N/A
Average employee (Group)
5
15% 7% (16%) 5% nil
1. The percentages shown for Directors may be skewed due to appointments commencing partway through a year and changing roles partway through a year.
2. Cash calculation includes salary, bonus, benefits and one-off award when Ian became CEO in January 2024. His historical % change in remuneration reflects his time as a NED prior to January 2024 and his role as CEO, therefore he is shown twice
in this table.
3. Alison Baker received an additional fee as agreed by the Remuneration Committee in 2025 to act as a defendant in the class action in Canada in respect of claims brought on behalf of shareholders. There will be a further fee paid in 2026.
4. In previous reports the change in remuneration of the Average Employee was represented as 61% for the years 2020-2021. This was incorrect and has been corrected to a nil change.
5. As Endeavour Mining plc only employs a small proportion of the workforce, the table includes the change in employee remuneration for the workforce as a whole.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Remuneration
Continued
102 Endeavour Mining plc Annual Report 2025
Non-Executive Directors’ fees
Role Vehicle
Fee from
1January 2026
(in US$)
3
Fee from
1January 2025
(in US$)
Fee from
1January 2024
(in US$)
Chair of the Board
1
Cash $590,000 $530,000 $530,000
Senior Independent Director Cash $72,400 $70,000 $70,000
Employee Engagement Director Cash $15,500 $15,000 $15,000
Board membership fee
2
Cash $193,500 $187,000 $170,000
Committee Chair:
Audit and Risk DSUs $41,400 $40,000 $40,000
Remuneration DSUs $41,400 $40,000 $40,000
Other DSUs $31,000 $30,000 $30,000
Committee membership DSUs $20,700 $20,000 $20,000
1. The fee for the Chair is a flat cash fee relating to all Board and Committee responsibilities with no DSU entitlement/
requirement. The Chair’s fee had been unchanged since 2022 and the 11% uplift is explained in detail on
pages91-92.
2. Board membership fees may be taken in any combination of cash and/or DSUs. Committee fees may only be taken
inDSUs (except in the case of the Chair). The value of DSUs is tied to the share price of the Company at any point in
time. These units accumulate during the period of a Non-Executive Director’s service and may only be liquidated upon
retirement, resignation or other events upon which a Non-Executive Director steps down.
3. The Non-Executive Director fees for 2026 have been uplifted as outlined on pages 91-92.
Directors’ service agreements
Ian Cockerill’s service contract contains a notice period of 18 months within the first six months of
hisappointment as CEO, and a notice period of 12 months after the first six months, i.e. his current
noticeperiod.
Non-Executive Directors have letters of appointment which set out their duties and time commitment
expected. All Non-Executive Directors have a notice period of 30 days. They are subject to election and
annual re-election by shareholders.
Details of Directors holding office in 2025, and as at the date of this report, and their tenures (rounded to the
nearest half year) are set outbelow:
Venkat 24 May 2022 3.5
Ian Cockerill 24 May 2022 3.5
Alison Baker 5 March 2020 6.0
Alison Henwood 13 January 2026 0.0
Cathia Lawson-Hall 27 September 2023 2.5
Livia Mahler 1 October 2016 9.0
Sakhila Mirza 29 September 2022 3.5
John Munro 30 May 2024 1.5
Naguib Sawiris 27 November 2015 10.0
Patrick Bouisset 11 May 2023 2.5
Non-Executive Directors Date of appointment
Years of service as at 31 December
2025
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Remuneration
Continued
103 Endeavour Mining plc Annual Report 2025
Share ownership requirements
Endeavour believes that Directors should have a financial stake in the Company to align their interests with
shareholder interests. The Board has a share ownership policy, amended from time to time, which requires
its NEDs to achieve and maintain minimum shareholding thresholds, in either shares or units representing
aneconomic interest in shares.
None of the Non-Executive Directors have held any options or share awards. However, the Board operates
adeferred share unit (“DSU”) plan to strengthen alignment of interests between Directors and shareholders.
DSUs allow each Non-Executive Director to receive all or a percentage of their director fees in deferred share
units. DSUs are linked to the share price of the Company at any point in time and are not subject to
performance conditions. They accumulate during the period of a Non-Executive Director’s service and may
only be liquidated upon retirement, resignation or other events upon which a Non-Executive Director steps
down, the value of which may only be settled in cash.
Each Non-Executive Director is required to acquire and hold shares and/or DSUs with an aggregate value of
one times their annual Board retainer and has five years from the date of their appointment to fulfil the share
ownership requirement. See pages 102 and 103 for the structure of DSUs and annual fee of NEDs. The
Executive Director is required to acquire and hold shares with an aggregate value of at least 450% of their
annual salary and five years from the date of his/her appointment to fulfil the share ownership requirement.
As a result of Ian Cockerill’s period as a Non-Executive, he also holds DSUs which are set out below.
As of 31 December 2025, all Directors met the shareholding requirement or were on track to do so within
theprescribed time limit. The total share-linked interests held by all Directors are set out in the table below.
Name
3
DSUs
held
(#)
Additional
shares held
4
Total Value
of DSUs and
shares held
(US$)
1
Expected
Shareholding
Threshold (US$)
2
Value as
amultiple of
Retainer
Share Ownership
Guideline Met or
PrescribedDeadline
Venkat Nil 16,000 822,715 530,000 1.55 Yes
Alison Baker 18,354 943,756 187,000 5.05 Yes
Patrick Bouisset 4,674 240,337 187,000 1.29 Yes
Cathia Lawson-Hall 5,615 288,744 187,000 1.54 Yes
Livia Mahler 52,108 2,679,372 187,000 14.33 Yes
Sakhila Mirza 6,034 310,292 187,000 1.66 Yes
John Munro 3,976 204,431 187,000 1.09 Yes
Naguib Sawiris Nil 47,820 2,458,890 187,000 13.15 Yes
Ian Cockerill 19,844 53,196 3,755,676 see "Alignment to shareholder interests"
on page 106
1. Shareholding calculated using closing price on the TSX on 31 December 2025 of CAD$70.68 and USD:CAD FX rate
of0.7275 from the same date.
2. The annual retainer for 2025.
3. Alison Henwood is not included in this table as she did not hold the Non-Executive Role until January 2026.
4. These are shares beneficially held by the Director.
5. Ian Cockerill accrued DSUs during his time as a Non-Executive Director. These accrue dividend equivalents, as per the
terms of the DSU plan, but are not counted towards his share ownership holding, which is outlined on page 104.
AGM shareholder voting
The voting outcomes for the resolutions approving the 2024 Remuneration Report and the 2025
Remuneration Policy at the 2025 AGM are shown below:
2025 AGM voting outcome
Resolution
For
Votes (% of total
votes cast)
Against
Votes (% of total
votes cast)
Withheld
Votes (% of total
votes cast)
Resolution 13 - Approve the amendment to the
Directors’ Remuneration Policy
143,048,709
(81.67%)
32,104,424
(18.33%)
1,177,145
(0.67%)
Resolution 14 - Approve the Directors’
Remuneration Report
173,549,067
(98.53%)
2,581,002
(1.47%)
200,209
(0.11)%
Independent adviser on remuneration
The Remuneration Committee seeks and considers advice from independent remuneration advisers where
appropriate. Willis Towers Watson was appointed by the Remuneration Committee in September 2020 as
theindependent remuneration adviser. In 2025 their services to the Committee comprised advice on the
changes to the Remuneration Policy and benchmarking of the CEO, Chair and NED fees. They also assisted
management onthe implementation of additional benefits for the workforce in the UK, USA and Canada.
Fees to Willis Towers Watson by Endeavour in 2025 amounted to $241,618; of this $70,674 were related
tofees for advice to the Committee. Willis Towers Watson is a member of the Remuneration Consultants’
Group, and operates under its Code of Conduct in relation to executive remuneration consulting in the UK.
The Code of Conduct is based upon principles of transparency, integrity, objectivity, competence, due care
and confidentiality and the Code of Conduct is available online at www.remunerationconsultantsgroup.com.
The Remuneration Committee is satisfied that the advice provided by Willis Towers Watson is objective and
independent, as Willis Towers Watson provides limited consulting services to the Company and only within
the areas of remuneration and human resources. It has no other connection with the Company or any of
itsDirectors.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Remuneration
Continued
104 Endeavour Mining plc Annual Report 2025
Directors' Remuneration Policy overview
The Company’s first Directors’ Remuneration Policy as a UK listed company was approved by shareholders
atthe 2022 AGM with votes in favour of 90.5% and with 878,031 or 0.44% of votes withheld. A minor
amendment to the Policy to change the pension contribution was approved by shareholders at the
2023AGM.
In line with the normal triennial cycle the Committee reviewed the Remuneration Policy in place with reference
to peers and market practice. Endeavour is committed to maintaining high standards of corporate governance
and therefore the principles of the UK Code were taken into account when developing the Policy. Accordingly,
shareholders were consulted with and, with their feedback, a new Remuneration Policy was finalised. The
Committee recommended the Policy to the Board to be put to a vote at the 2025 AGM. The Policy received
votes in favour of 81.67% and 1,177,145 votes or 0.67% were votes withheld. The Policy is intended to
remain in effect for three years from 23 May 2025.
It is crucial for us to attract and retain top-tier mining executives who can deliver sustainable success for the
Company, whilst balancing the competing interests of our stakeholders in the developing countries where
weoperate. There are inherent challenges that can arise in the mining industry which the Committee has
considered when taking decisions on remuneration. The Company will make consistent improvements in its
corporate governance practices, in order to reflect evolving legal requirements, critical ESG themes, investor
expectations and wider stakeholder considerations.
The Committee has decided on a mix of short-term and long-term remuneration, designed to ensure retention
and drive optimal performance. This approach ultimately benefits all our stakeholders, including employees
and shareholders. We have developed a policy which includes a higher proportion of the package based on
variable pay, to drive long-term sustainable performance, which aligns with industry practice amongst
ourpeers.
Short-term performance is rewarded with a salary that is benchmarked against our listed mining peers, along
with certain benefits and a short-term incentive. The short-term incentive is based on achieving key strategic
priorities and can reach a maximum potential of 2.5x salary if outstanding results are achieved within the
year. To earn the maximum short-term bonus, Executive Directors must meet stretching financial and
production targets while also demonstrating responsible stewardship of employee health and safety and the
environment. We also generally utilise metrics related to exploration and project development within the short-
term incentive framework to ensure a robust future for the business.
Over the longer term, which spans a three-year period, we offer a higher potential maximum compensation for
the Executive Director of up to 6x salary for exceptional performance over that duration, to deliver long-term
sustainable success.
There are minimum share ownership policies in place for both the Executive and Non-Executive Directors.
Each Non-Executive Director is required to achieve and maintain minimum shareholding thresholds, in either
shares of the Company or deferred share units (DSUs), equivalent to 100% of their retainer fee by a date no
later than five years from the date of a director’s appointment.
For the CEO, he is required to reach 450% of his salary in shares within a five-year period from his date of
appointment as an Executive Director of the Board. Post-cessation of his role as CEO, he will be required
tohold the lower of (i) his shareholding at the date of ceasing to be an Executive Director; or (ii) shares
equivalent to the minimum share ownership guideline at that date. 100% of the minimum share ownership
shall be held for a period of one year post employment, and thereafter at the level of 50% until the conclusion
of two years, post-employment.
Consistent with best practice, malus and clawback provisions will be operated at the discretion of the
Remuneration Committee in respect of both the STIP and LTIP, where it considers that there are exceptional
circumstances. Such exceptional circumstances may include material misstatement of accounts, behaviour
during employment resulting in material reputational damage to the Company, errors in available financial
information which led to the award being greater than it would otherwise have been, or corporate failure.
Clawback may be applied for a period of up to three years from payment of any bonus or vesting of any
LTIPawards. No such circumstances have arisen, therefore no malus or clawback has been operated in the
financial year 2025. For details of operation in previous years, please see page 97 and the Directors’
Remuneration Report from 2023’s Annual Report.
The Committee concluded that the Policy, including the maximum opportunities, aligns with what is
appropriate for a FTSE 100 listed miner. This determination was made after benchmarking the Company’s
remuneration structure against that of our peers, with whom we compete for executive talent.
You can find our Policy, which has been prepared in accordance with the Large and Medium-sized Companies
and Groups Accounts and Reports Regulations, on our website.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ remuneration policy
105 Endeavour Mining plc Annual Report 2025
How Endeavour’s Remuneration Policy addresses good governance principles
The Policy was designed taking into consideration the principles of provision 40 of the 2018 UK Corporate Governance Code. The table below outlines how the Policy addresses each of those principles:
Clarity Remuneration arrangements should
betransparent and promote effective
engagement with shareholders and
theworkforce.
– Remuneration is divided into three
components: annual salary, STIP
andLTIP.
– Benefits on top of annual salary include
pension at 10% of annual base salary
(aligned with all UK employees) and
participation in car schemes, limited
personal taxation and financial advice
andother ancillary benefits. Where
appropriate, other benefits may be offered
including, but not limited to, allowances
for relocation.
– LTIP contains clear shareholder
experience targets and strategic
objectives.
– International medical, life, disability and
travel insurance, as well as Directors’
andOfficers’ insurance.
– Remuneration arrangements are
transparent and fully disclosed.
Simplicity Remuneration structures should avoid
complexity and their rationale and operation
should be easy to understand.
– The three tiers of remuneration now
reduce complexity by removing pre-
existing benefits and allowances.
– STIP and LTIP contain measurable and
quantifiable targets, with a minimum
ofdiscretion or judgement required.
Risk Remuneration arrangements should ensure
reputational and other risks from excessive
rewards and behavioural risks that can arise
from target-based incentive plans, are
identified and mitigated.
– Remuneration quantum and structure is
heavily weighted towards pay for
performance and ‘at risk’ compensation.
STIP and LTIP deferrals, minimum share
ownership guidelines, malus and
clawback, and post-cessation ownership,
promote alignment of long-term interests
with shareholders and reduce the
likelihood of excessive risk-taking and
short-term behaviours.
– Discretion is retained to adjust any
formulaic outcomes under the STIP and
LTIP plans.
Requirement How has this been addressed
Predictability The range of possible values of rewards
toindividual Directors and any other limits
ordiscretions should be identified and
explained at the time of approving
thePolicy.
– Remuneration policy envisages
transparent disclosure of awards and of
realised pay and data to indicate ranges
of possible award values. Areas of
discretion are defined in the
Remuneration Committee Terms of
Reference and in the LTIP plans.
Proportionality The link between individual awards,
thedelivery of strategy and the long-term
performance of the company should be
clear. Outcomes should not reward
poorperformance.
Structure is designed around the Company’s
strategy, to align realised pay with Company
performance and long-term success and
risk, which can be found in more detail on
pages 14 to 21. Performance that is below
annual or long-term threshold targets for
aparticular factor, would result in no award
being made for that factor.
Alignment to
culture
Incentive schemes should drive behaviours
consistent with company purpose, values
and strategy.
– Structure reflects the entrepreneurial
anddynamic nature of the business and
its strategy.
– Performance conditions are set which
reflect the core values and strategy,
thusaimed at shaping successful but
responsible behaviour.
Requirement How has this been addressed
Compliance with Provision 41 – engagement with the workforce
FRC guidance has highlighted that effective engagement with the workforce must be two-sided, explaining how
executive remuneration aligns with wider company pay policy and receiving the views of the workforce on it.
Endeavour reports partial compliance with Provision 41 of the UK Code in 2025, as whilst there is a channel
fortheviews of the workforce via our Employee Engagement Director (who, following the 2026 AGM, will be our
Remuneration Chair) andour executive remuneration aligns with wider company policy to a large extent, the
engagement with our workforce has not been specifically about executive remuneration. Given the transparent
remuneration information provided here and in our Management Information Circular in Canada, we are comfortable
that this information and its analysis is suitably available to our employees and there are channels open to them
toraise their views on it.
Furthermore, based on feedback from our Group-wide Employee Engagement survey, management have taken
concrete steps to respond to points raised on compensation matters, including a comprehensive review of
competitiveness of salaries and enhanced communication about our STIP. Presentations on the 2025 STIP and
LTIPperformance were given at mine sites, in the corporate and the regional offices. These covered the results
aswell as how the remuneration structure works, specifying that the metrics are the same regardless of level.
Ourremuneration policies and practices, including our approach to salary increases and annual bonus structure,
arealigned throughout the business. Given this alignment, and the extant mechanism for engagement, delivering
regular and meaningful dialogue with employees, and a channel to raise questions or concerns, the Board is
comfortable with the existing approach and does not consider it necessary to provide any additional forms of
engagement with the workforce to explain how executive remuneration aligns with wider Company pay policy.
TheRemuneration Committee will continue to keep this under review.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ remuneration policy
Continued
106 Endeavour Mining plc Annual Report 2025
Illustrations of application of remuneration policy
The graphs below provide estimates of the theoretical potential reward opportunity for the sole current Executive Director under the Policy, and the split between the three different elements of remuneration under three
different performance scenarios: “Minimum”, “Target” and “Maximum”. A scenario assuming 50% share price growth above the Maximum scenario is also shown below. The assumptions used for these charts are set out
inthe footnotes to the table below.
l
Fixed remuneration
l
Annual Bonus
l
LTIP
l
Assumed share price growth of 50% above maximum
Notes
1. Minimum level of pay includes the CEO’s base pay, benefits and 10% pension contribution.
2. Target level of base pay assumes 150% of annual bonus and a 400% long-term incentive target value.
3. Maximum level of pay assumes all pay is earned at the maximum amounts (200% of annual bonus and 600% long-term incentive target value).
4. All scenarios assume no dividend equivalents and the minimum, target and maximum scenarios assume no movement in share price.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ remuneration policy
Continued
107 Endeavour Mining plc Annual Report 2025
CEO
Total remuneration ($m)
Minimum
Target
Maximum + 50% share
price growth
$0.0
$2.5
$5.0
$7.5
$10.0
$12.5
$15.0
$17.5
$20.0
100%
20%
18% 22% 60%
$1.6m
$8.6m
10% 16% 49% 25% $15.7m
The Directors present their
report for the year ended
31December 2025.
Principal activities and status
Endeavour Mining plc (the “Company”) is one of the
world’s senior gold producers and the largest in
West Africa, with operating assets across Senegal,
Côte d’Ivoire, and Burkina Faso and a strong
portfolio of advanced development projects and
exploration assets.
It was incorporated on 21 March 2021 as a public
company limited by shares, registered in England
and Wales with registered number 13280545.
It is listed within the Equity Shares (Commercial
Companies) category (“ESCC”) of the Official List
ofthe London Stock Exchange (symbol: EDV).
The Company was admitted to the Official List of
theFinancial Conduct Authority and to trading on
theMain Market of the London Stock Exchange
on14June 2021. The Company is also listed on
theToronto Stock Exchange (“TSX”), where the
predecessor parent company, Endeavour Mining
Corporation, had previously been listed since 2002,
as well as quoted in the United States of America
onthe OTCQX International (symbol: EDVMF).
The Board
The Directors who held office during the year, 2025,
unless stated otherwise, are detailed below:
Appointed
Venkat 24 May 2022
Ian Cockerill 24 May 2022
Alison Baker 5 March 2020
Alison Henwood 13 January 2026
Cathia Lawson-Hall 27 September 2023
Livia Mahler 1 October 2016
John Munro 30 May 2024
Naguib Sawiris 27 November 2015
Patrick Bouisset 11 May 2023
Sakhila Mirza 29 September 2022
The roles and biographies of the Directors in office
as at the date of this Directors’ Report are set out
on page 68.
Governance
Pursuant to the UK FCA’s Disclosure Guidance
andTransparency Rules, 7.2.1R, the Company
hasapplied the FRC’s UK Corporate Governance
Code, available to view on the FRC’s website at
www.frc.org.uk., since it listed on the London Stock
Exchange, reporting on a comply or explain basis.
The Company was also subject to Canadian
continuous disclosure obligations and to National
Policy 58-201 – Corporate Governance Guidelines
throughout the financial period to 31 December
2025 by reason of its reporting issuer status under
Canadian securities laws and the application of the
TSX listing rules.
The Company’s statement on Governance
Compliance with details of compliance with the
UKCorporate Governance Code can be found on
page 66 with additional detail on page 106.
Additional Information
Additional information incorporated by reference into
this Directors’ Report, including information required
in accordance with the Companies Act 2006 and UK
Listing Rule 6.6.1R of the Financial Conduct
Authority’s UK Listing Rules, can be located
asfollows:
Directors’ Responsibility statement
Page 113
s.172 Statement
Page 76
People, culture and employee involvement
Pages 22-23
Directors’ interests
Annual Report on Remuneration – Page 93
Stakeholder engagement
Strategic Report – Engaging with our stakeholders
– Page 22
Governance Report – Stakeholder engagement –
Page 76
Environmental policy
Disclosures related to TCFD – Pages 46-61
Greenhouse gas emissions
Disclosures related to TCFD – Pages 46-61
Task Force on Climate-related Financial
Disclosures
Disclosures related to TCFD – Pages 46-61
SECR disclosure
Disclosures related to TCFD – Pages 46-61
Risk management objectives and policies
Page 36
Going Concern and Viability Statement
Pages 44 and 45
Governance Report
Page 66
Long-term incentive plans
Annual Report on Remuneration – Pages 95
and96
Significant agreements with our shareholders
Directors’ report – Page 111
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ report
108 Endeavour Mining plc Annual Report 2025
Results and dividends
The results for the year are set out in the
consolidated financial statements for the year ended
31 December 2025.
The Company updated its dividend policy for 2024,
following the completion of its organic growth phase.
The new shareholder returns policy announced in
July 2024 comprised a minimum dividend of
$210.0million and $225.0 million for 2024
and2025 respectively, that was expected to be
supplemented with additional dividends and share
buybacks. The minimum dividend was expected to
be paid semi-annually, provided that the prevailing
gold price for the dividend period was at, or above,
$1,850/oz and the Company had a healthy financial
position. Supplemental returns were expected to be
paid in the form of dividends and opportunistic share
buybacks if the gold price exceeds $1,850/oz and
ifthe Company has a healthy financial position.
During 2025, the Company paid its H2-2024
dividend of $0.57 per ordinary share or $140.0
million on 15 April 2025, bringing the total dividend
for FY-2024 to $290.0 million. On 23 October 2025,
the H1-2025 dividend of $0.62 per ordinary share
was paid, amounting to atotal of $150.0 million.
On 29 January 2026 the Board declared a second
interim dividend for H2-2025 of $0.83 per share,
totalling $200 million which will be paid on 14 April
2026 to shareholders on the record 13 March 2026.
Further details on the dividend payments are set out
in Note 7 to the consolidated financialstatements.
At the same time, the Company announced its
updated shareholder returns policy for 2026-2028
whereby it committed to $1.0 billion in dividends,
should the gold price continue to be at or above
$3,000/oz, and providing that Endeavour’s leverage
remained below 0.5x Net Debt/adjusted EBITDA.
Share capital structure
As at 31 December 2025, the Company’s issued
share capital consisted of 241,331,005 ordinary
shares of $0.01 each, therefore the total number
ofvoting rights in the Company was 241,331,005.
Further details of the share capital, including
changes throughout the year, are summarised in
Note 7 of the consolidated financial statements.
At the Company’s 2025 AGM, authority was given to
the Directors pursuant to the relevant provisions of
the Companies Act 2006, to allot shares and grant
rights over securities in the Company, up to a
maximum amount equivalent to approximately one-
third of the issued ordinary share capital as at 7 April
2025 (being the latest practicable date prior to
publication of the notice of meeting) (the “Latest
Practicable Date”). In addition, the Directors were
given authority to allot shares and grant rights over
securities in the Company, up to a maximum of
approximately one third of the total ordinary share
capital in issue on the Latest Practicable Date in
connection with an offer by way of a rights issue.
The Directors were given authority at the 2025 AGM,
to allot equity securities in the Company for cash,
without regard to the pre-emption provisions of
theCompanies Act 2006 up to a maximum of
approximately 10% of the aggregate nominal
valueofthe shares in issue as at the Latest
Practicable Date.
The Directors were also given authority to allot equity
securities in the Company for cash, without regard to
the pre-emption provisions of the Companies Act
2006 for an additional maximum of approximately
10% of the aggregate nominal value of the shares in
issue as at the Latest Practicable Date to be used
only for the purposes of financing (or refinancing, if
the authority was to be used within six months after
the original transaction) a transaction which the
Board determined to be an acquisition or other
capital investment of a kind contemplated by the
Statement of Principles on Disapplying Pre-Emption
Rights most recently published by the Pre-Emption
Group as at the Latest Practicable Date (“the
Principles”). In addition, the Directors were
authorised to allot up to an aggregate nominal
amount equal to 20% of any allotment made from
time to time in respect of the two 10% authorities
above, such authorities to be used only for the
purposes of making a follow-on offer which the
Directors determined to be of a kind contemplated
by paragraph 3 of Section 2B of the Principles.
These authorities will expire at the conclusion of the
AGM to be held in 2026.
Ordinary shareholders are entitled to receive
noticeof, and to attend and speak at, any general
meeting of the Company. On a show of hands, every
shareholder present in person or by proxy (or being
acorporation represented by a duly authorised
representative) shall have one vote, and on a poll
every shareholder who is present in person or by
proxy shall have one vote for every share of which he
or she is the holder. The Notice of AGM will specify
deadlines for exercising voting rights and appointing
a proxy or proxies.
There are no restrictions on the transfer of shares.
The Directors are not aware of any agreements
between holders of the Company’s shares that may
result in the restriction of the transfer of securities
oron voting rights.
Authority for the Company to purchase its
own shares
Following the successful completion of its previous
programme, Endeavour implemented a new
shareholder returns programme which was
announced on 31 July 2024, to reflect Endeavour’s
transition from a phase focused on investment, to
one focused on cash flow generation.
In March 2025, the Company received approval from
the TSX to renew its Normal Course Issuer Bid for its
share buyback programme (the “Programme”) up to
a maximum of 13,902,435 shares, such amount
representing 10% of the public float of the shares
issued and outstanding as of 12 March 2025. This
is pursuant to the authority given to the Company
topurchase its own shares (up to a maximum
of 24,264,486 ordinary shares, representing
10% of the ordinary shares in issue (excluding
treasury shares) as at 7 April 2025) at the 2025
AGM in accordance with the Companies Act 2006.
During 2025 a total of 3.4 million shares were
repurchased under the Programme, with a total
nominal value of $0.03 million, constituting 1.4% of
the total issued share capital as at 1 January 2025,
for a total consideration of $85.3 million. Such
repurchased shares were then cancelled.
The Programme will cease on 23 March 2026 and
Endeavour intends to renew, per the announcement
on 29 January 2026. Shares purchased under the
Programme are subsequently cancelled. Any share
repurchases are effected in accordance with UKLR
9.6 of the UK Listing Rules and the EU Market
Abuse Regulation 596/2014.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ report
Continued
109 Endeavour Mining plc Annual Report 2025
The market has been and will be notified in
accordance with these rules if and when purchases
are made. The Company has entered into an
agreement with Stifel Nicolaus Europe Limited
("Stifel”), on terms which are varied from time to
time, to conduct purchases of shares pursuant to
the Programme. Stifel has instructed Stifel Nicolaus
Canada Inc. as its agent to conduct purchases of
shares on the Toronto Stock Exchange.
The Company may also repurchase shares on the
London Stock Exchange under the terms of the
Programme on its own behalf, and Stifel may make
trading decisions concerning the timing of purchases
under the Programme, independently of the
Company, to allow for share repurchases at times
when the Company is subject to regulatory
restrictions or self-imposed trading blackouts.
At the 2026 AGM, as in prior years, a special
resolution will be put to shareholders to renew the
Company’s authority to purchase its own shares.
Approval is also being sought from the TSX to
renewthe Company’s NCIB for its share
repurchaseprogramme.
There are no securities of the Company in issue
carrying special rights with regards to the control
ofthe Company.
Articles of Association
The Articles of Association set out the internal
regulation of the Company and cover such
mattersas the rights of the shareholders and the
appointment and replacement of Directors. Changes
to the Articles of Association must be approved
byshareholders in accordance with legislation in
forcefrom time to time. A copy of the Company’s
Articles of Association can be found on the
Company’s website.
Appointment, termination and powers of Directors
The Company’s Articles set out the arrangements
forthe appointment, retirement and removal
ofDirectors.
The Board may resolve to appoint a Director to fill
acasual vacancy or as an additional Director.
AnyDirector appointed by the Board must stand for
election at the next Annual General Meeting (“AGM”)
following their appointment.
All Directors retire at each AGM and, unless the
Board determines otherwise before the AGM notice
is issued, are eligible for re-election. A retiring
Director may be re-elected by ordinary resolution.
Ifno resolution is proposed, a Director is generally
deemed to be re-elected unless they are ineligible,
unwilling to serve, or the resolution would breach the
Companies Act 2006.
A Director’s office may also terminate in specific
circumstances, including disqualification,
resignation, sustained absence without permission,
bankruptcy, mental incapacity, or where the Board
(incertain cases) requires the Director to resign.
Separately, shareholders may remove any Director
byordinary resolution with special notice, without
affecting any contractual rights the Director may
have. Subject to the Company’s Articles of
Association, UK legislation and any directions given
by special resolution, the business of the Company
is managed by the Board, which may exercise all the
powers of the Company.
Directors’ interests
Details of the Directors’ share interests can be
found in the Directors’ Report on Remuneration
onpage 101.
All related party transactions are disclosed in
Note23 of the consolidated financial statements.
Directors’ indemnification and insurance
The Company’s Articles of Association provide for
the Directors and officers of the Company to be
appropriately indemnified, subject to the provisions
of the Companies Act 2006. The Company
purchases and maintains insurance for the Directors
and officers of the Company in performing their
duties, as permitted by section 233 of the
Companies Act 2006.
Internal controls review
Taking into account the principal risks, emerging
risks and the ongoing work of the Audit and Risk
Committee in monitoring the risk management and
internal control systems on behalf of the Board,
theDirectors:
– are satisfied that they have carried out a robust
assessment of the principal and emerging risks
facing the Group, including those that would
threaten its business model, future performance,
solvency or liquidity; and
– have reviewed the effectiveness of the risk
management and internal control systems and are
satisfied no significant failings were identified.
Branches outside the UK
The Company has no branches outside the UK.
Financial instruments
The Group’s exposure to and management of capital
risk, market risk and liquidity risk is set out in Note 8
to the consolidated financial statements.
Significant interests
The table below shows the interests in shares
notified to the Company in accordance with Chapter
5 of the Disclosure and Transparency Rules issued
by the Financial Conduct Authority, as at 31
December 2025
As at 31 December 2025
Shareholder
Number of
shares
% of issued
share capital
La Mancha 35,289,580 14.6%
BlackRock, Inc. 32,604,022 13.5%
Van Eck Associates 14,896,000 6.2%
Vanguard Group 10,187,490 4.2%
Between 31 December 2025 and 4 March 2026,
the Company was notified of the following changes
to the table above:
– TR-1 received from La Mancha Resource Capital
LLP on 14 January 2026. Number of voting rights
24,389,580, percentage of voting rights 10.11%.
– TR-1 received from Blackrock, Inc. on 2 March
2026. Number of voting rights 35,826,118,
percentage of voting rights 14.83%.
The percentage of issued share capital may have
changed by a nominal amount due to a decrease in
the outstanding issued share capital as a result of
the Company’s share buyback programme.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ report
Continued
110 Endeavour Mining plc Annual Report 2025
Change of control – significant agreements
Relationship agreement
In replacement of a pre-existing investor rights
agreement dated 18 September 2015, and
acknowledging the need for alignment with UK
expectations for such arrangements, the Company
entered into a relationship agreement with La
Mancha dated 8 June 2021, the terms of which
came into force on admission of the Company’s
shares to trading on the London Stock Exchange
(the“Relationship Agreement”). The Relationship
Agreement provides that for so long as La Mancha
and its associates hold an interest that in aggregate:
(a) is equal to or greater than 15% of the issued
ordinary share capital of the Company, La Mancha
shall have the right to appoint two Directors to the
Board; or (b) is equal to or greater than 10% but less
than 15% of the issued ordinary share capital of the
Company, La Mancha shall have the right to appoint
one Director to the Board. Patrick Bouisset and
Naguib Sawiris have been nominated to the Board
byLa Mancha under the terms of the Relationship
Agreement. As outlined on page 110, La Mancha’s
holding is less than 15% and following the AGM
2026, Naguib Sawiris will be the sole nominee from
La Mancha on the Board.
The Relationship Agreement also includes provisions
to ensure that the Group is able to do business
independently of La Mancha and its associates. The
Relationship Agreement provides that La Mancha
and its associates shall ensure that all transactions
and relationships between La Mancha and/or any of
its associates and the Company or any member of
the Group are conducted on arm’s length terms and
on normal commercial terms.
La Mancha has also agreed in the Relationship
Agreement that, subject to customary exceptions:
(a) neither it nor any of its associates shall exercise
any of its voting or other rights and powers
toprocure any amendment to the Articles
whichwould breach any provision of the
RelationshipAgreement;
(b) it and its associates shall abstain from voting,
and shall procure that any representative of
itonthe Board abstains from voting, on any
resolution to approve a related party transaction
involving it, or its associates (or the related
party); and
(c) it and its associates shall exercise their voting
rights at general meetings of the Company to
give effect to, and in a manner that is compliant
with, the terms of the Relationship Agreement.
La Mancha has agreed that disposals of shares
or securities convertible into shares by it through
the facilities of a stock exchange shall take
place in a manner that does not disrupt orderly
trading in those securities. La Mancha has also
agreed to notify the Company at least two
business days in advance of any disposal of an
interest in shares or in securities convertible into
shares which at such time (and in the case of
the convertible securities after giving effect to
their conversion into shares) would constitute
aninterest of 3% or more of the issued share
capital of the Company. The Relationship
Agreement will remain in effect until the shares
cease to be admitted to listing on the premium
segment of the Official List and to trading on the
Main Market or La Mancha’s rights to nominate
at least one Director have been extinguished.
Senior Notes
On 19 May 2025, the Company announced an
offering of $500.0 million Senior Notes due 2030
under Rule 144A/Regulation S. The Company
announced that it had successfully priced the Senior
Notes at a rate equal to 7% per annum on 21 May
2025. The proceeds from the offering and available
cash on hand was used to repurchase and cancel
the previous Senior Note programme that was due
in2026. Following due process, the Company
exercised its right to repurchase all of the 2026
Senior Notes having validly tendered and
repurchased more than 90%. The 2030 Senior
Notes are senior unsecured obligations of the
Company, are guaranteed by certain holding
company subsidiaries, pay interest semi-annually in
arrears, and will mature on 28 May 2030. The terms
of the Senior Notes include customary provisions
relating to call rights and redemption, equity
clawback, treatment of the Senior Notes upon
change of control, and other restrictions associated
with the Senior Notes as more precisely detailed in
the description of Senior Notes. The Senior Notes
are listed on the Global Exchange Market of the Irish
Stock Exchange. To facilitate the offering of the
Senior Notes the Company obtained initial credit
ratings from Standard & Poor’s and Fitch Ratings.
Refinanced Revolving Credit Facility Agreement
On 5 November 2024, the Company signed a new
$700.0 million sustainability-linked Revolving Credit
Facility (“New RCF”), on similar terms to the 2021
$500 million RCF (which was increased under an
accordion option to a $645 million facility), to be
applied towards the general corporate purposes
ofthe Group.
The New RCF was entered into by Citibank NA,
London Branch, acting as co-ordinating mandated
lead arranger, Bank of Montreal, London Branch,
HSBC Bank Plc, ING Bank N.V., Macquarie Bank
Limited, Nedbank Limited, London Branch and
Standard Bank of South Africa (acting through its
Isleof Man Branch), as mandated lead arrangers,
and Standard Chartered Bank, lead arranger. BMO
Nesbitt Burns acted as sustainability co-ordinator
and ING Bank N.V. as facility agent.
The New RCF:
1. has an initial term of four years;
2. bears interest quarterly in arrears at a rate equal
to Secured Overnight Financing Rate (“SOFR”)
plus between 2.40% to 3.40% per annum based
on the Company’s leverage ratio and
sustainability margin ratchet;
3. has an accordion option, whereby an increase in
available commitments of up to a maximum of
$150 million may be requested, subject however
to further bank credit commitments (total
available commitments may reach $850 million);
4. provides that, upon the occurrence of a change
of control, if a lender so requires, the
commitments of that lender can be cancelled
and amounts outstanding to that lender become
immediately due and payable; and
5. contains customary representations,
undertakings, negative pledge and events of
default, as well as certain financial covenants.
As at 31 December 2025, the facility was undrawn
and available in full.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ report
Continued
111 Endeavour Mining plc Annual Report 2025
Lafigué financing
On 28 July 2023, the Company entered into
a$167.1 million (CFA 100,500 million) syndicated
term loan ("term loan") with local banking partners
within the West African Economic Zone ("UEMOA").
As at 31 December 2025, the Group had drawn
down $110.1million (net of principal repayments),
which was used to support the now commissioned
Lafigué project. The term loan bears interest at
afixed rate of 7.0% per annum, payable quarterly,
while the principal will amortise in 16 equal quarterly
payments commencing 28 October 2024. The local
entity, Société des Mines de Lafigué, is the borrower
on the facility, which is guaranteed by Endeavour
Mining plc.
Future business developments
The Group’s strategy in relation to future business
developments and growth is set out at various
pointsacross this report and covers the business’s
diversified portfolio, investment case, business
model and strategic objectives.
More information can be found in the following
sections of the Strategic Report:
– Diversified portfolio, on page 05
– Why invest in Endeavour, on page 06
– Business Model, on page 12
– Our strategic objectives on page 14
Compensation for loss of office
Please refer to the Directors’ Remuneration Policy
onpage 90. There have been no payments for loss
ofoffice made in 2025.
Disclosure of information to Auditors
The Directors who held office at the date of approval
of this Directors’ Report confirm that, so far as
they are each aware, there is no relevant audit
information of which the Company’s auditor is
unaware and that each Director has taken all the
steps that they ought to have taken as a Director
to make themselves aware of any relevant audit
information and ensure that the auditor is aware
of such information.
The confirmation is given and should be interpreted
in accordance with the provisions of section 418 of
the Companies Act 2006.
Auditor
BDO has indicated its willingness to continue in
office and a resolution seeking to reappoint BDO
willbe proposed at the forthcoming AGM.
Annual General Meeting
The AGM will be held in May 2026. At the meeting,
resolutions will be proposed to receive the Annual
Report and financial statements, approve the
Directors’ Remuneration Report and the new
Remuneration Policy 2026, re-elect Directors and
appoint BDO as auditor and determine its
remuneration. In addition, it will be proposed that
expiring authorities to allot shares and to repurchase
shares are extended. An explanation of the
resolutions to be put to the shareholders at the
2026 AGM and the recommendations in relation
tothem, will be set out in the 2026 AGM Notice.
Political and charitable donations
No political donations or charitable contributions
inthe UK were made by the Company or its
subsidiaries during the year.
Post Balance Sheet events
East Star strategic investment
The Group completed a strategic investment in East
Star Resources Plc in January 2026 consisting of the
subscription of a £1.7 million unsecured convertible
loan note (“CLN”) convertible at £0.023 per share.
This is in addition to the purchase of 4.2 million
ordinary shares at an issue price of £0.023 per
share totalling £96,600 during December 2025.
Following the subscription and full conversion in
February 2026 of the CLN, the Group holds 14.3% of
East Star Resources Plc’s issued share capital.
Interim dividend
On 29 January 2026, the Board of Directors of the
Company announced its second interim dividend for
2026 of $200.0 million or approximately $0.83 per
share, which will be paid on 14 April 2026 to
shareholders on the register at close on 13 March
2026.
Share buyback programme
Subsequent to 31 December 2025 and up to 3
March 2026, the Group has repurchased a total of
115,000 shares at an average price of $53.21 for
total cash outflows of $6.1 million.
Additional drawdowns on RCF
Subsequent to 31 December 2025 there has been
additional drawdowns on the RCF of $50.0 million,
leaving a total drawn position of $50.0 million as at
4 March 2026.
The Directors’ Report was approved by the Board of
Directors on 4 March 2026.
By Order of the Board
Ian Cockerill
Chief Executive Officer
4March 2026
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ report
Continued
112 Endeavour Mining plc Annual Report 2025
The Directors are responsible for preparing the
Annual Report and the financial statements in
accordance with UK adopted international accounting
standards and applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors are required to prepare the
Group financial statements and have elected to
prepare the Company financial statements in
accordance with UK adopted international accounting
standards and have elected to prepare the Company
financial statements in accordance with Financial
Reporting Standard 101 Reduced Disclosure
Framework (“FRS 101”). Under company law the
Directors must not approve the financial statements
unless they are satisfied that they give a true and
fair viewof the state of affairs of the Group and
Company andof the profit or loss for the Group and
Company for that period.
In preparing these financial statements, the
Directors are required to:
– Select suitable accounting policies and then
applythem consistently.
– Make judgements and accounting estimates
thatare reasonable and prudent.
– State whether they have been prepared in
accordance with UK adopted international
accounting standards, subject to any material
departures disclosed and explained in the
financial statements.
– Prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group and the Company will
continue in business.
– Prepare a Directors’ Report, a Strategic Report
and Directors’ Remuneration Report which
complywith the requirements of the Companies
Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and enable them to ensure
that the financial statements comply with the
Companies Act 2006.
They are also responsible for safeguarding the
assets of the Company and hence for taking
reasonable steps for the prevention and detection
offraud and other irregularities. The Directors are
responsible for ensuring that the annual report and
accounts, taken as a whole, are fair, balanced, and
understandable and provides the information
necessary for shareholders to assess the Group’s
performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the
Annual Report and the financial statements are
made available on a website. Financial statements
are published on the Company’s website in
accordance with legislation in the United Kingdom
governing the preparation and dissemination of
financial statements, which may vary from legislation
in other jurisdictions. The maintenance and integrity
of financial statements on the Company’s website is
the responsibility of the Directors. The Directors'
responsibility also extends to the ongoing integrity of
the financial statements contained therein.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
– The financial statements have been prepared in
accordance with the applicable set of accounting
standards, and give a true and fair view of the
assets, liabilities, financial position and profit and
loss of the Group and Company.
– The Annual Report includes a fair review of the
development and performance of the business
and the financial position of the Group and
Company, together with a description of the
principal risks and uncertainties that they face.
This responsibility statement was approved by the
Board and signed on its behalf by:
Ian Cockerill
Chief Executive Officer
4March 2026
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Directors’ responsibility statement
113 Endeavour Mining plc Annual Report 2025
FINANCIAL
STATEMENTS
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
114 Endeavour Mining plc Annual Report 2025
Page
Note
128
01
Description of business and
nature of operations
128
02
Basis of presentation and
material accounting policies
135
03
Critical judgements and key
estimates
138
04
Divestitures
138
05
Earnings from operations
140
06
Impairment of mining interests
142
07
Share capital
144
08
Financial instruments and
relatedrisks
148
09
Debt
150
10
Trade and other receivables
151
11
Inventories
152
12
Mining interests
153
13
Goodwill
Page
Note
153
14
Other financial assets
154
15
Trade and other payables
154
16
Deferred revenue
155
17
Lease liabilities
155
18
Other financial liabilities
156
19
Environmental rehabilitation
provision
157
20
Non-controlling interests
158
21
Supplementary cash flow
information
160
22
Income taxes
162
23
Related party transactions
168
24
Segmented information
170
25
Capital management
170
26
Commitments and contingencies
171
27
Subsequent events
IN THIS SECTION
Consolidated financial statements
115
Independent auditor’s report to the
shareholders of Endeavour Mining plc
124
Consolidated statement of
comprehensive earnings/(loss)
125
Consolidated statement of cashflows
126
Consolidated statement of financial
position
127
Consolidated statement of changes
inequity
Notes to the Consolidated financial statements
Company financial statements
172
Notes to the Parent Company financial
statements
174
Report on the audit of the financial statements
Opinion:
In our opinion:
– the financial statements give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 December 2025 and of the Group’s profit and cash flows for the year
then ended;
– the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
– the Parent Company financial statements have been properly prepared in accordance with United
Kingdom Accounting Standards Generally Accepted Accounting Practice; and
– the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Endeavour Mining plc (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 31 December 2025 which comprise the following:
Group Parent
Consolidated statement of comprehensive earnings/(loss) Statement of financial position
Consolidated statement of financial position Statement of changes in equity
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes 1 to 27 to the consolidated financial statements Notes 1 to 11 to the company
financial statements
Material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and
UK adopted international accounting standards. The financial reporting framework that has been
applied in the preparation of the Parent Company financial statements is applicable law and United
Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure
Framework (United Kingdom Generally Accepted Accounting Practice).
Separate opinion in relation to IFRSs as issued by the IASB
As explained in note 2 to the Group financial statements, the Group in addition to complying with its
legal obligation to apply UK adopted international accounting standards, has also applied he
International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).
In our opinion the Group financial statements give a true and fair view of the consolidated financial
position of the Group as at 31 December 2025 and of its consolidated financial performance and
its consolidated cash flows for the year then ended in accordance with IFRS as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and
the Parent Company and we remain independent of the Group and the Parent Company in
conducting our audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to
continue to adopt the going concern basis of accounting included:
– We used our understanding of the Group and the industry in which it operates to identify the
inherent risks most impacting its ability to continue operations through the going concern period.
We consider the risks most impacting on the Group and Parent Company’s liquidity position and
ability to continue as a going concern to be the forward gold price, as well as cash repatriation to
ensure future debt servicing requirements are met.
– We obtained and assessed the Directors’ base case cash flow forecast, evaluating the
assumptions in respect of gold prices, production, operating costs, foreign exchange rates and
capital expenditure – both discretionary and committed. In doing so, we:
– Considered historical performance against budget and trading to date in Q1-2026, as well as
consensus external market data forecasts;
– Benchmarked key assumptions against those used in other areas of the financial statements,
such as impairment assessments;
– Performed a review and recalculation of forecast covenants;
– Assessed the integrity of the mechanics of the cash flow forecast model prepared by
management and approved by the Directors;
– We obtained and assessed the adequacy of downside scenarios prepared by management which
included consideration of:
– Production disruptions;
– Downturns in prevailing and forecast gold prices;
– Increases in operating costs.
In assessing these, we considered appropriate downside scenarios which combined these downsides.
– We considered the adequacy management’s consideration of mitigating actions and their impact
on the Group’s liquidity position.
– We also assessed the adequacy of the going concern disclosures in note 2 to the consolidated
financial statements based on our audit work performed as detailed above.
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
115 Endeavour Mining plc Annual Report 2025
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group and
the Parent Company’s ability to continue as a going concern over the assessment period considered
by the directors, being at least twelve months from when the financial statements are authorised for
issue. However, because not all future events or conditions can be predicted, this statement is not
a guarantee as to the Group and the Parent Company’s ability to continue as a going concern.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in
the financial statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Key audit matters 2025 2024
1 Evaluation of impairment of mining interests and
goodwill for the Sabodala-Massawa and Mana cash-
generating units (‘CGUs’), including life of mine and
reserves and resources estimates.
Yes Yes
2 Assessment of impairment of exploration and
evaluation assets (including licences related to
Bantou and Nabanga).
Yes No
3 Assessment of the net realisable value of stockpiles
in the Sabodala-Massawa cash-generating unit
(‘CGU’).
Yes Yes
4 Assessment of estimates used in the determination
of reserves and resources.
No
1
Yes
5 Assessment of impairment of mining assets for the
Kalana cash-generating unit (‘CGU’).
No
2
Yes
1
In the year ended 31 December 2024, KAM 4 was reported separately.
This year, it has been subsumed within KAM 1. This reflects the inherent
link between the assessment of impairment of the CGUs, and the
estimates pertaining to reserves and resources.
2
In the year ended 31 December 2024, KAM 5 was identified because of
the higher assessed risk of material misstatement pertaining to the Kalana
cash generating asset. This year, no such higher assessed risk has been
identified.
Materiality Materiality for the Group financial statements as a whole was set at
$68.0m (2024: $36.0m) based on 3% of adjusted EBITDA (2024: 3% of
adjusted EBITDA).
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the
applicable financial reporting framework and the Group’s system of internal control. We identified
and assessed the risks of material misstatement of the Group financial statements including with
respect to the consolidation process.
We then applied professional judgement to focus our audit procedures on the areas that posed the
greatest risks to the Group financial statements. We continually assessed risks throughout our
audit, revising the risks where necessary, with the aim of reducing the Group’s risk of material
misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
From the above risk assessment and planning procedures, we determined which of the Group’s
components were likely to include risks of material misstatement relevant to the Group’s financial
statements. We then determined the type of procedures to be performed at these components, and
the extent to which component auditors were required to be involved.
For components in scope, we used a combination of risk assessment procedures and further audit
procedures to obtain sufficient appropriate evidence. As part of performing our Group audit, we have
determined the components in scope as follows:
Number of components
FY2025 FY2024
Procedures on entire financial information of
the component [1]
5 5
Procedures on one or more account balances,
classes of transactions or disclosures [2]
1 1
Specified audit procedures [3] 1 2
7 8
Scope [1]: Comprises the mines at Sabodala-Massawa, Ity, Houndé, Mana, and Endeavour Mining
plc (parent company) (2024: Sabodala-Massawa, Ity, Houndé, Mana and Endeavour Mining plc
(parent company))
Scope [2]: Comprises the Lafigué Mine (2024: Lafigué Mine)
Scope [3]: Comprises the Exploration CGU (includes Kalana Development Project) (2024:
Exploration CGU and Kalana Development Project)
In determining components, we have considered how components are organised within the Group,
and the commonality of control environments, legal and regulatory framework, and level of
aggregation associated with individual entities. Whilst there is relative commonality of controls
across the group, differences in jurisdictional risk, and the legal and regulatory frameworks under
which the entities operate, prevent the further amalgamation of components.
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
Continued
116 Endeavour Mining plc Annual Report 2025
Procedures performed at the component level
The Group engagement team has performed all procedures directly and has not involved component
auditors in the Group audit.
Locations
Endeavour Mining plc’s operations are spread over a number of different geographical locations.
We visited all of the Group’s operating mines during the audit of the year ended 31 December
2025. Our teams conducted procedures at the Group’s mines in Burkina Faso, Senegal and Côte
d’Ivoire, as well as at the Group’s administrative offices in the United Kingdom, Côte d’Ivoire and
Burkina Faso.
Changes from the prior year
There were no significant changes in Group audit scope from the prior year.
How climate change affected the scope of our audit
The Group has determined that the most significant potential future impact from climate change on
its operations will be from extreme rainfall and severe storm events may disrupt mining activities
through localised pit inundation, reduced mine access, erosion and increased infrastructure
maintenance, leading to production delays and higher operating and rehabilitation costs.
Our work on the assessment of potential impacts on climate-related risks on the Group’s operations
and financial statements included:
– Enquiries and challenge of management to understand the actions they have taken to identify
climate-related risks and their potential impacts on the financial statements and adequately
disclose climate-related risks within the annual report;
– Our own qualitative risk assessment taking into consideration the sector in which the Group
operates and how climate change affects the mining sector, as well as how the Group may be
impacted by climate change risks and opportunities; and
– Review of the minutes of Board and Audit Committee meeting and other papers related to climate
change and performed a risk assessment as to how the impact of the Group’s commitment as
set out in Strategic Report may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows
from the initiatives and commitments have been reflected, where appropriate, in the Director’s
going concern and viability assessment and in management’s judgements and estimates in relation
to impairment assessments.
The management disclosures on pages 46-61 form part of the directors’ report. Our responsibilities
in relation to these disclosures are described in the relevant section of this report and our
procedures on these disclosures therefore consisted solely of considering whether they are
materially inconsistent with the financial statements or our knowledge obtained from the audit or
otherwise appear to be materially misstated.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters
that were materially affected by climate-related risks. We highlight, however, that we considered the
applicability of this risk in relation to the Key Audit Matter pertaining to the evaluation of life of mine
estimates and assessment of impairment of mining interests and goodwill for the Sabodala-
Massawa and Mana cash-generating units.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified, including
those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit, and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
Continued
117 Endeavour Mining plc Annual Report 2025
Evaluation of life of mine estimates
and assessment of impairment of
mining interests and goodwill for the
Sabodala-Massawa and Mana cash-
generating units (‘CGUs’)
Note 2E, 2F, 6, 12 and 13.
The Group’s mining interests,
including property, plant and
equipment and goodwill, represent
its most significant assets and total
$3.8bn as at 31 December 2025.
Cash-generating units (‘CGUs’) to
which goodwill is allocated must be
tested annually for impairment. This
involves the use of significant
estimates and judgements to
determine the recoverable amount.
Management has performed an
impairment assessment of the
Sabodala-Massawa and Mana
CGUs given goodwill has been
allocated to these CGUs as part of
the purchase price allocation (‘PPA’)
accounting in prior periods.
The preparation of the life of mine
(‘LOM’) models used in the
impairment review requires
management to make critical
judgements and estimates
regarding gold prices, reserves and
resources, production rates
operating costs and capital
expenditure, as well as economic
variables such as discount rates.
Our procedures included the following:
Evaluation of impairment models
In respect of the key estimates and assumptions used by
management, our testing included:
– A comparison of the forecast gold price used by
management to market consensus data;
– In conjunction with our internal valuations’ experts,
acritical review of the assumptions used in the calculation
of the discount rate used, as well as in the determination
of the in-situ multiples applied to unmodelled ounces; and
– An assessment of the forecast cost, capital spend and
production profiles against the approved mine plans,
reserves and resources reports and historical performance.
In addition, we verified the integrity of formulae and the
mathematical accuracy of management’s valuation model.
We compared the trading performance against budget/plan
for 2025 to evaluate the quality of management’s forecasting
and, where under performance against budget/plan was
highlighted, evaluated the impact on the forecast.
We held meetings with management (including mine
managers, geologists, mining engineers) to understand and
challenge the production, operating cost and capex forecast.
We challenged management on the impact of climate change,
considering the expected life of mine to establish whether
this would be material on the cash flows of each CGU.
We assessed management’s sensitivity calculations in
respect of gold prices, production, discount rates, and
operating costs and performed additional sensitivity analysis
on the impairment models where considered necessary. We
also considered the appropriateness, with reference to IAS
36, of related disclosures given in Note 6.
Key audit matter
How the scope of our audit responded to the risk
There is judgement in the
determination of reserve and
resources, which are a key input
into the life of mine models as the
driver of future economic benefit
from operations.
The value of the mining interests
and goodwill, and nature of
assumptions results in significant
management and auditor
judgement and is considered to be
a key audit matter.
Evaluation of reserves and resources
We challenged the level of reserves and resources, both
modelled and unmodelled, in determining the recoverable
amount – agreeing these to the latest NI 43-101 reserves
and resources statement.
We appointed an auditor expert to perform a ‘fatal flaw’
assessment of the group’s reserves and resource model
methodology and key assumptions, in order to determine that
this is compliant with the provisions of NI 43-101 and that
there are no matters which would materially impact this
compliance, individually or in aggregate.
We performed an assessment of management’s internal
experts’ competence, capabilities and objectivity to ensure
that the individuals performing the Qualified Persons’ sign
offs are competent and capable of detecting errors within the
resource models and the scope of their work is appropriate to
be used as audit evidence. Where management’s external
experts were relied on, we also assessed their independence.
We obtained the Qualified Person’s Report(s) (“QPR”) for the
mines and reviewed the report to assess the following:
– Whether the scope of the QPR was appropriate for its
purpose;
– Whether the report clearly confirms that the scope was
undertaken based on NI 43-101 requirements;
– Whether any restrictions were placed upon the Qualified
Person in completing the review;
– Whether movements reconcile the mineral reserves from
the qualified persons report from 2024 to 2025.
We performed testing on the reserves and resources inputs
including:
– Assessment of changes to underlying key assumptions and
their appropriateness based on our understanding of the
business and the wider industry environment;
– Testing a sample of costs to actual costs incurred in the
year;
– Testing a sample of assay results;
– Testing the reasonability of the capital and operating costs
included in the reserves model;
– Assessment of any changes in cut-off grade in the current
year; and
Key audit matter
How the scope of our audit responded to the risk
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
Continued
118 Endeavour Mining plc Annual Report 2025
– Reviewing the sensitivity of mineral resource estimates as
part of the impairment assessments for Mana and
Sabodala-Massawa and obtaining an understanding of the
plan for the mines in the following financial year and
beyond to ensure this is in line with management’s
projections.
Key observations:
Based on the work performed, we consider the estimates and
judgements used in the valuation of goodwill and intangible
assets to be reasonable, including those pertaining to
reserves and resources.
Assessment of impairment of
exploration and evaluation of
mineral resources assets
(including licences related to
Bantou and Nabanga)
Note 2E, 2F and 6.
We have determined there is a
higher assessed risk of material
misstatement around non-near
mine exploration projects in
Burkina Faso, primarily Bantou and
Nabanga properties (carrying
values of $140m and $32m
respectively), due to:
– the geographic proximity to
conflict zones
– restricted access to site; and
– heightened execution risk and
forthcoming licence expiry.
There is judgement in assessing
these assets for impairment in
accordance with IFRS 6 [para 18]
at the year-end. As a result, this is
a key audit matter.
Our procedures included the following:
We challenged and assessed management’s assessment of
impairment triggers, in accordance with the provisions of IFRS
6, including the decision to fully impair the Bantou and
Nabanga project.
We considered the impact of security and geopolitical risk,
where relevant, on individual assets, in the determination of
whether impairment triggers may exist.
We checked the remaining term on the licences at both
properties, to check the point of likely relinquishment.
We held meetings with non-finance executive management in
checking the decision to no longer pursue exploration
activities, and to relinquish the licences.
We checked that no further spend was anticipated against
the projects as per the exploration strategic plan and
budgets.
We assessed the information, including non-renewal of
licenses and absence of planned expenditure for these
projects in the budget. These factors led to significant
changes in judgement in the current financial year, resulting
in the impairment.
Key observations:
We found the key judgements made by management in
assessing the carrying value of the Bantou and Nabanga
assets to be reasonable.
Key audit matter
How the scope of our audit responded to the risk
Assessment of the net realisable
value of stockpiles in the
Sabodala-Massawa CGU
Note 2D and 11.
There is a higher assessed risk of
material misstatement over the net
realisable value (‘NRV’) of the
stockpiles, arising given the
quantum of stockpiles classified as
non-current, because of the timing
of expected stockpile consumption.
Whilst the risk is downward trending
due to changes in gold price
forecasts, there is inherent
judgement and estimation involved
in the calculation of net realisable
value which has resulted in this
being a key audit matter for the
year under audit.
Our procedures included the following:
We assessed the adequacy of management’s accounting
policy in respect of the net realisable value of stockpiles
against the provisions of IAS 2 – Inventories.
We obtained management’s calculation performed on a
stockpile-by-stockpile basis, calculating costs on a per tonne
basis. We assessed management’s calculation of the
stockpile costing and ensured it is in line with management’s
accounting policy, ensuring appropriate allocation of costs-to-
complete, including rehandling, processing and selling costs.
We checked the tonnes held on the stockpile to the year-end
third party volumetric surveys and considered the cost rates
based on historical average costs per tonne mined and the
life-of-mine plans, considering any individual stockpiles which
may have a materially different cost profile. Furthermore, we
assessed the independence, objectivity and competency of
management’s external expert.
We obtained management’s feed plan to ascertain the timing
of feed of stockpiles, which has been compared to the life of
mine plan to ensure consistency with models used for
impairment testing.
We compared management’s forward-looking gold price, used
in the net realisable value calculation, to the real consensus
forward pricing information, and considered whether this and
associated NRV analysis adequately reflects the time value of
money.
We challenged and checked key inputs to the model,
including recovery curves, grade, rehandling and processing
costs by comparing management’s assumptions to historical
data, source documentation and performing sensitivities to
assess reasonableness.
We benchmarked recoveries against other available
information for comparable plants processing comparable ore
and grades.
We performed sensitivity analysis on the grade and recovery
factors applied by management and considered appropriate
downside scenarios.
Key observations:
We found the key judgements made by management in
assessing the net realisable value of stockpiles to be
appropriate.
Key audit matter
How the scope of our audit responded to the risk
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
Continued
119 Endeavour Mining plc Annual Report 2025
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the
effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken on
the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent of
testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as
immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as
awhole.
Based on our professional judgement, we determined materiality for the financial statements as
awhole and performance materiality as follows:
Group financial statements Parent company financial statements
2025 2024 2025 2024
Materiality
$68.0m
$36.0m
$50.0m
$34.2m
Basis for
determining
materiality
3% of adjusted earnings before
interest, tax depreciation and
amortisation (‘EBITDA’).
Capped at 95% of Group materiality,
noting no aggregation of higher
assessed risks of material
misstatement.
Rationale forthe
benchmark
applied
Adjusted EBITDA provides an
earnings-based measure that is more
closely aligned to Key Performance
Indicators used by both the Group and
users of the financial statements.
Endeavour Mining Plc is a holding
company with investments in
subsidiaries.
We considered a benchmark based on
total assets to be most appropriate,
however have capped materiality to a
percentage of Group materiality.
Performance
materiality
$51.1m
$27.0m
$37.5m
$25.7m
Basis for
determining
performance
materiality
75% of overall materiality.
Rationale forthe
percentage
applied for
performance
materiality
The percentage applied was determined after consideration of factors
including the level of past misstatements, value of brought forward
adjustments, management’s attitude toward proposed adjustments and
number of accounts that are subject to estimation.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of
the Group, apart from the Parent Company whose materiality and performance materiality are set
out above, based on a percentage of between 33% and 73% (2024: 25% and 50%) of Group
performance materiality dependent on a number of factors including size of the component and our
assessment of the risk of material misstatement of those components. Component performance
materiality ranged from $17m to $37m (2024: $6.7m to $13.5).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in
excess of $3.4m (2024: $1.5m). We also agreed to report differences below this threshold that, in
our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report and Accounts other than the financial statements and our
auditor’s report thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon. Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the Parent
Company’s compliance with the provisions of the UK Corporate Governance Code specified for
ourreview.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit.
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
Continued
120 Endeavour Mining plc Annual Report 2025
Going concern and longer-term
viability
– The Directors' statement with regards to the
appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set
out on page 44;
– The Directors’ explanation as to their assessment of the
Group’s prospects, the period this assessment covers
and why the period is appropriate set out on page 44;
and
– The Directors’ statement on whether they have a
reasonable expectation that the Group will be able to
continue in operation and meet its liabilities set out on
page 44.
Other Code provisions – Directors’ statement on fair, balanced and
understandable set out on page 82;
– Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on page 36;
– The section of the annual report that describes the
review of effectiveness of risk management and internal
control systems set out on page 38; and
– The section describing the work of the Audit Committee
set out on pages 80-87.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the
audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and
matters as described below.
Strategic report and
Directors’report
In our opinion, based on the work undertaken in the course
of the audit:
– the information given in the Strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
– the Strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and
Parent Company and its environment obtained in the course
of the audit, we have not identified material misstatements
in the Strategic report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Matters on which we are requiredto
report by exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
– adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
– the Parent Company financial statements and the part of
the Directors’ remuneration report to be audited are not
in agreement with the accounting records and returns; or
– certain disclosures of Directors’ remuneration specified
by law are not made; or
– we have not received all the information and
explanations we require for ouraudit.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibility statement, the Directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and
the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic
alternative but to do so.
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
Continued
121 Endeavour Mining plc Annual Report 2025
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements. However, the primary
responsibility for the prevention and detection of fraud rests with both those charged with
governance of the Parent Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
– Our understanding of the Group and the industry in which it operates;
– Discussion with management and those charged with governance including internal audit, legal
counsel and the Audit Committee; and
– Obtaining an understanding of the Group’s policies and procedures regarding compliance with
laws and regulations.
We considered the significant laws and regulations of Burkina Faso, Senegal, Côte d’Ivoire and the UK to
be those relating to the mining industry, applicable accounting frameworks (both UK adopted
international accounting standards and IFRS as issued by the IASB), tax legislation and listing rules of
the London and Toronto Stock Exchanges.
The Group is also subject to laws and regulations where the consequence of non-compliance could
have a material effect on the amount or disclosures in the financial statements, for example
through the imposition of fines or litigations. We identified such laws and regulations to be the
general economic frameworks (including Local Content decrees in Burkina Faso and Senegal),
health and safety and environmental legislation in the countries that the Group operates.
Our procedures in respect of the above included:
– Review of minutes of meeting of those charged with governance for any instances of non-
compliance with laws and regulations;
– Review of correspondence with regulatory and tax authorities for any instances of non-compliance
with laws and regulations;
– Obtaining legal circularisations from all legal advisers of the Group;
– Review of internal audit and whistleblowing reports during the year, to identify any material reports
of non-compliance with laws and regulations;
– Specific enquiries with management and internal legal counsel;
– Review of financial statement disclosures and agreeing to supporting documentation; and
– Involvement of tax specialists in the audit.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including
fraud. Our risk assessment procedures included:
– Enquiry with management and those charged with governance, Audit Committee and internal audit
regarding any known or suspected instances of fraud;
– Obtaining an understanding of the Group’s policies and procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
– Review of minutes of meetings of those charged with governance for any known or suspected
instances of fraud;
– Discussion amongst the engagement team as to how and where fraud might occur in the financial
statements;
– Performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud; and
– Considering remuneration incentive schemes and performance targets and the related financial
statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue
recognition and management override of controls.
Our procedures in respect of the above included:
We addressed the fraud risk in relation to revenue recognition, by testing all gold revenue
transactions tosupporting documentation, including testing all revenue transactions in the period
preceding and subsequent to year end to check that revenue was recognised in the correct period.
In addition, we obtained direct confirmations from all customers for the sales made during theyear.
We addressed the risk of management override of controls by testing a risk-based selection of
journals and evaluating whether there was evidence of bias in management’s estimates that
represented a material misstatement due to fraud. Our procedures in respect of the above included:
– Testing a sample of journal entries throughout the year, which met defined risk criteria, by
agreeing the sample to supporting documentation;
– Introducing an element of unpredictability into our audit work such that management do not
become over familiar with our audit approach. In addition, we selected a sample of journal entries
on a random basis;
– Performing testing over of the Group’s year-end adjusting entries and investigated any that
appeared unusual as to nature or amount and agreed these entries to supporting documentation;
– For significant and unusual transactions, particularly those occurring at or near year end, we
obtained evidence for the rationale of these transactions and evidence supporting the
transactions;
– Assessing whether the judgements made in accounting estimates were indicative of a potential
bias (Refer to’ key audit matters’ section above, which covers some of these judgements); and
– Extending enquiries to individuals outside of management and the accounting department to
assess management’s ability and intent to carry out plans that are relevant to developing the
estimates set out in the key audit matters section above.
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
Continued
122 Endeavour Mining plc Annual Report 2025
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members who were all deemed to have appropriate competence and capabilities
and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment
by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in
the audit procedures performed and the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial statements, the less likely we are to
become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the Annual General Meeting, we were reappointed by Directors on
23 May 2025 to audit the financial statements for the year ended 31 December 2025 and
subsequent financial periods.
The period of total uninterrupted engagement including retenders and reappointments is six (6)
years, covering the years ended 31 December 2020 to 31 December 2025.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we
might state to the Parent Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency
Rule 4.1.15R - 4.1.18R, these financial statements will form part of the Electronic Format Annual
Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR
4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic
Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
/s/
Mark Cardiff (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
4March 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number
OC305127).
1.
1.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Independent auditor’s report to the shareholders of Endeavour Mining plc
Continued
123 Endeavour Mining plc Annual Report 2025
YEAR ENDED
31 December 31 December
Note20252024
Revenue
Revenue
5A
 4,233 .9 2 ,675 .9
Cost of sales
Operating expenses
5B
 (1,179 .9) (1,007 .4)
Depreciation and depletion
21D
 (633 .9) (609. 3)
Royalties (326 .6) (190. 5)
Earnings from mine operations
2, 093. 5
 86 8.7
Corporate costs
5D
 (52. 7) (47.3)
Other expenses
5E
 (88. 3) (62.5)
Credit loss and impairment of financial assets
5F
 (23. 2) (151. 0)
Impairment of mining interests
6, 12
 (193 .4) (199. 5)
Share-based compensation
7B
 (64. 7) (21.4)
Exploration and evaluation costs (32. 7) (19.2)
Earnings from operations
1,638 .5
 36 7.8
Other expense
Loss on financial instruments - net
8B
 (193 .3) (142. 7)
Finance costs - net
9
 (101 .9) (111. 2)
Earnings before taxes 1,343 .3 11 3.9
Income tax expense
22A
 (454 .2) (348. 5)
Net earnings/(loss) from continuing operations
889.1
 (234. 6)
Net loss from discontinued operations
4
 — (6. 3)
Total earnings/(loss) and total comprehensive earnings/
(loss)
889.1
 (240. 9)
YEAR ENDED
31 December 31 December
Note20252024
Net earnings/(loss) from continuing operations attributable to:
Shareholders of Endeavour Mining plc 679.2 (293. 9)
Non-controlling interests
20
 209.9 59 .3
889.1 (234. 6)
Total earnings/(loss) attributable to:
Shareholders of Endeavour Mining plc 679.2 (300. 2)
Non-controlling interests
20
 209.9 59 .3
889.1 (240. 9)
Earnings/(loss) per share from continuing operations
Basic earnings/(loss) per share
7F
 2.80 (1.20)
Diluted earnings/(loss) per share
7F
 2.74 (1.20)
Earnings/(loss) per share
Basic earnings/(loss) per share
7F
 2.80 (1.23)
Diluted earnings/(loss) per share
7F
 2.74 (1.23)
The accompanying notes are an integral part of these consolidated financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Consolidated statement of comprehensive earnings/(loss)
(Expressed in Millions of United States Dollars, except per share amounts)
124 Endeavour Mining plc Annual Report 2025
YEAR ENDED
31 December 31 December
Note20252024
Operating activities
Earnings before taxes
1,343. 2
 11 3.9
Non-cash and other items
21A
 1,213 .2 1 ,074 .1
Cash paid on settlement of DSUs and PSUs (3.0) (3. 5)
Cash paid on settlement of financial instruments
8D
 (265 .3) (86.8)
Cash received from gold prepayments
16
 — 15 0.0
Government bonds purchases - VAT exchange
14D
 (18. 5) —
Income taxes paid (362 .2) (296. 0)
Operating cash flows before changes in working capital 1,907 .4 95 1.7
Changes in working capital
21B
 (243 .7) (2. 1)
Operating cash flows generated from continuing operations 1,663 .7 94 9.6
Operating cash flows used by discontinued operations
4
 — (6. 3)
Cash generated from operating activities
1,663. 7
 94 3.3
Investing activities
Expenditures on mining interests
21C
 (530 .4) (685. 7)
Environmental rehabilitation expenditure
19
 (2.0) —
Changes in restricted cash
14
 7.1 (25.3)
Proceeds from sale of financial assets
14
 — 42 .8
Purchase of financial assets
14
 (4.3) (2. 0)
Proceeds on disposal of fixed assets
12
 1.0 —
Proceeds from settlement of consideration receivable
5F
 20.8 40 .2
Cash used in investing activities
(507. 8)
 (630. 0)
YEAR ENDED
31 December 31 December
Note20252024
Financing activities
Acquisition of shares in share buyback
7A
 (87. 4) (39.2)
Payments from the settlement of tracker shares
18
 (1.7) (1. 1)
Dividends paid to minority shareholders
20
 (119 .1) (123. 5)
Dividends paid to shareholders
7G
 (288 .2) (200. 0)
Proceeds of debt
21E
 1,004 .8 1 ,145 .8
Repayment of debt
21E
 (1,531 .3) (1,096 .4)
Payment of financing fees and other
21E
 (90. 3) (101. 4)
Repayment of lease liabilities
21E
 (32. 6) (23.3)
Cash used in financing activities
(1,14 5.8)
 (439. 1)
Effect of exchange rate changes on cash and cash equivalents 59.0 (7. 2)
Increase/(decrease) in cash and cash equivalents* 69.1 (133. 0)
Cash and cash equivalents including portion held for sale,
beginning of period
 384.2 51 7.2
Cash and cash equivalents, end of period*
453.3
 38 4.2
* Cash and cash equivalents are net of bank overdrafts (nil at 31 December 2025; $13.1 million at 31 December 2024; nil at
31 December 2023)
The accompanying notes are an integral part of these consolidated financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Consolidated statement of cash flows
(Expressed in Millions of United States Dollars)
125 Endeavour Mining plc Annual Report 2025
Note
As at 31 As at 31
December December
20252024
ASSETS
Current
Cash and cash equivalents 453.3 39 7.3
Trade and other receivables
10
 181.3 15 0.6
Inventories
11
 430.6 33 9.2
Current portion of other financial assets
14
 46.9 21 .3
Prepaid expenses and other 45.1 56 .4
1,157 .2 96 4.8
Non-current
Mining interests
12
 3,743 .7 3 ,980 .8
Goodwill
13
 134.4 13 4.4
Non-current receivables
10
 51.5 36 .3
Other financial assets
14
 89.4 80 .2
Deferred tax assets
22C
 42.1 —
Inventories
11
 388.5 31 6.9
Total assets
5,6 06.8
 5 ,513 .4
LIABILITIES
Current
Trade and other payables
15
 470.3 46 2.5
Lease liabilities
17
 25.0 18 .2
Current portion of debt
9
 42.4 51 .2
Overdraft facility — 13 .1
Other financial liabilities
18
 9.0 63 .1
Income taxes payable
22B
 496.2 21 3.6
1,042 .9 82 1.7
Non-current
Lease liabilities
17
 63.8 31 .8
Non-current portion of debt
9
 554.5 1 ,060 .0
Other financial liabilities
18
 32.2 27 .8
Environmental rehabilitation provision
19
 147.9 11 9.5
Deferred tax liabilities
22C
 347.4 45 9.7
Total liabilities
2 ,188. 7
 2 ,520 .5
Note
As at 31 As at 31
December December
20252024
EQUITY
Share capital
7
 2.4 2.5
Share premium 50.7 50 .7
Other reserves
7H
 630.5 59 8.2
Retained earnings 2,351 .2 2 ,054 .1
Equity attributable to shareholders of Endeavour Mining plc
3,034. 8
 2 ,705 .5
Non-controlling interests
20
 383.3 28 7.4
Total equity
3,418 .1
 2 ,992 .9
Total equity and liabilities
5,606 .8
 5 ,513 .4
Registered No. 13280545
COMMITMENTS AND CONTINGENCIES (NOTE 26)
SUBSEQUENT EVENTS (NOTE 27)
Approved by the Board: 4 March 2026
/s/Ian Cockerill
Director
/s/Alison Baker
Director
The accompanying notes are an integral part of these consolidated financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Consolidated statement of financial position
(Expressed in Millions of United States Dollars)
126 Endeavour Mining plc Annual Report 2025
SHARE CAPITAL
Total Non-Controlling
Share Share Premium Other ReservesRetained Attributable to Interests
Note
Capital
1
Reserve(Note 7)EarningsShareholders
(Note 20)
Total
At 1 January 2024
2.5
50.7
594.3
2,578. 0
3,22 5.5
322. 8
3,54 8.3
Purchase and cancellation of own shares
7A
—
—
0.1
(37.2)
(37.1)
—
(3 7.1)
Net settlement and shares issued on exercise of PSUs
—
—
(16 .0)
13.5
(2.5)
—
(2.5)
Share-based compensation
7B
—
—
19. 8
—
19.8
—
19.8
Dividends paid
7G
—
—
—
(200 .0)
(200.0)
—
(200. 0)
Dividends to non-controlling interests
20
—
—
—
—
—
(94 .7)
(94. 7)
Total net and comprehensive (loss)/earnings
—
—
—
(300.2)
(300. 2)
59.3
(240.9)
At 31 December 2024
2.5
50.7
598.2
2,054. 1
2,70 5.5
287. 4
2,99 2.9
At 1 January 2025
2.5
50.7
598.2
2,054. 1
2,70 5.5
287. 4
2,99 2.9
Purchase and cancellation of own shares
7A
(0.1)
—
—
(85.3)
(85 .4)
—
(8 5.4)
Net settlement and shares issued on exercise of PSUs
—
—
(21 .2)
19.4
(1.8)
—
(1.8)
Share-based compensation
7B
—
—
53. 5
—
53.5
—
53.5
Dividends paid
7G
—
—
—
(28 8.2)
(288.2)
—
(288. 2)
Dividends to non-controlling interests
20
—
—
—
—
—
(142.0)
(142. 0)
Change in ownership interests in subsidiaries
2
20
—
—
—
(28.0)
(28 .0)
28.0
—
Total net and comprehensive earnings
—
—
—
679. 2
679.2
209.9
889 .1
At 31 December 2025
2.4
50.7
630.5
2,351. 2
3,03 4.8
383. 3
3,41 8.1
1. Changes to share capital occurred in the year ended 31 December 2024, however are presented as zero due to the nominal amount of the change and due to all USD amounts rounded to millions.
2. Change in ownership interests relates to the increase in non-controlling interests from 10% to 15% at Houndé and Mana, refer to note 20 for further details.
The accompanying notes are an integral part of these consolidated financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Consolidated statement of changes in equity
(Expressed in Millions of United States Dollars)
127 Endeavour Mining plc Annual Report 2025
1. DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
Endeavour Mining plc (the “Company”), together with its subsidiaries (collectively, “Endeavour” or
the “Group”), is a publicly listed gold mining company that operates five mines in West Africa in
addition to having project development and exploration assets. Endeavour is focused on effectively
managing its existing assets to maximise cash flows as well as pursuing organic and strategic
growth opportunities that benefit from its management and operational expertise.
Endeavour’s corporate office is in London, England, and its shares are listed on the London Stock
Exchange (“LSE”) (symbol EDV), and on the Toronto Stock Exchange (“TSX”) (symbol EDV) and
quoted in the United States on the OTCQX International (symbol EDVMF). The Company’s debt is
listed on Euronext Dublin, trading on the Global Exchange Market (“GEM”) (symbol EDVLN 7
05/28/30 REGS) The Company is incorporated in the United Kingdom and its registered office is
located at 5 Young Street, London, United Kingdom, W8 5EH.
2. BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICIES
Statement of compliance
These consolidated financial statements have been prepared in accordance with UK adopted
international accounting standards and International Financial Reporting Standards as issued by the
International Accounting Standards Board (“IASB”). All amounts are presented in US dollars, except
as otherwise indicated. References to CAD, Euro, CFA, and AUD are to Canadian dollars, the Euro,
the Central African franc, and Australian dollar, respectively.
These consolidated financial statements were approved by the Board of Directors of the Company
on 4 March 2026.
Basis of preparation
These consolidated financial statements have been prepared on the historical cost basis, except for the
valuation of certain financial instruments that are measured at fair value at the end of each reporting
period (note 8 and 14) as explained in the accounting policies below. The Group’s accounting policies
have been applied consistently to all periods in the preparation of these consolidated financial
statements, except for the adoption of new accounting standards described in note 2Q below.
Going concern
The Directors have performed an assessment of whether the Company and Group would be able to
continue as a going concern until at least March 2027. In their assessment, the Group has taken
into account its financial position, expected future trading performance, debt and other available
credit facilities, future debt servicing requirements, working capital and capital expenditure
commitments and forecasts.
At 31 December 2025, the Group’s net debt position was $157.5 million, calculated as the
difference between the current and non-current portion of debt with a principal outstanding of
$610.8 million and cash of $453.3 million. The Group’s net debt position represents a reduction of
$574.1 million and a reduction of principal outstanding of $518.1 million compared to 31
December 2024. The Group has current assets of $1,157.2 million and current liabilities of
$1,042.9 million representing a net current asset position (current assets less current liabilities) of
$114.3 million as at 31 December 2025, following the significant repayment of debt during the
year. Cash flows from continuing operating activities for the year ended 31 December 2025 were
inflows of $1,663.7 million. At 31 December 2025 the Group had $700.0 million available to draw
on the RCF, with nil drawn, and access to short term loans and overdraft facilities for short term
working capital requirements.
Based on a detailed cash flow forecast prepared by management, in which it included any
reasonable possible change in the key assumptions on which the cash flow forecast is based, the
Board of Directors have a reasonable expectation that the Group will have adequate resources to
continue in operational existence until at least March 2027 and that at this point in time there are
no material uncertainties regarding going concern. Key assumptions underpinning this forecast
include consensus analyst gold prices, production volumes in line with annual guidance and the
timing and quantum of upstream dividends.
The Board of Directors is satisfied that the going concern basis of accounting is an appropriate
assumption to adopt in the preparation of the consolidated financial statements as at and for the
year ended 31 December 2025.
Basis of consolidation
These consolidated financial statements incorporate the financial statements of the Company and
entities controlled by the Company (“Subsidiaries”).
Control is achieved when the Company has (i) power over the investee; (ii) is exposed, or has rights, to
variable returns from its involvement with the investee and (iii) has the ability to use its power to affect
its returns. Subsidiaries are included in the consolidated financial results of the Group from the
effective date of acquisition up to the effective date of disposition or loss of control. The Company
reassesses whether it controls an investee if facts and circumstances indicate that there are changes
to one or more of the elements of control. For details of the Company's subsidiaries refer to note 23.
The following UK subsidiaries are exempt from the UK requirements relating to the audit of financial
statements under section 479A of the Companies Act 2006:
Entity
Registration
Number
Endeavour Management Services London Limited 10342431
Lafigué Holdings UK Limited 14490986
Ity Holdings UK Limited 14490625
The Group’s guarantee under s479A creates a contingent liability, though no obligation is expected
to arise given the Group’s financial and operational support.
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Notes to the consolidated financial statements
128 Endeavour Mining plc Annual Report 2025
A. Foreign currency translation
The presentation and functional currency of the Company is the US dollar. The individual financial
statements of each subsidiary are prepared in the currency of the primary economic environment in
which the entity operates (its functional currency).
B. Discontinued operations
A discontinued operation is a component of the Group that can be clearly distinguished from the
rest of the Group and which represents a separate major line of business or geographical area of
operations, is part of a single co-ordinated plan to dispose of a separate major line of business or
geographic area of operations, or is a subsidiary acquired exclusively with a view to resale. A
component is classified as a discontinued operation when it is disposed of, or when the operation
meets the criteria to be classified as held for sale, whichever event occurs first.
The results of discontinued operations are presented separately in the consolidated statement of
comprehensive earnings. The cash flows attributable to the proceeds received on disposal of the
discontinued operations are included in the investing activities of the continuing operations. The
discontinued operation is with respect to the disposed Boungou and Wahgnion mines (note 4).
C. Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, cash balances held with banks and brokers
and highly liquid short-term investments with terms of three months or less. Restricted cash
consists of cash and cash equivalents unavailable for use by the Company or its subsidiaries due to
certain restrictions that may be in place are classified as other financial assets.
D. Inventories
Supplies are valued at the lower of weighted average cost and net realisable value. Any provision for
obsolescence is determined by reference to specific inventory items identified. A regular and
ongoing review is undertaken to establish the extent of surplus items and a provision is made for
any potential loss upon disposal.
Finished goods, gold in circuit, and stockpiled ore are valued at the lower of weighted average
production cost and net realisable value. Production costs include the cost of raw materials, direct
labour, mine-site overhead expenses and depreciation and depletion of mining interests. Net
realisable value is calculated as the estimated price at the time of sale based on prevailing metal
prices less estimated future production costs to convert the inventories into saleable form.
Ore extracted from the mines is stockpiled and subsequently processed into finished goods in the
form of doré bars. The cost of ore stockpiles is increased based on the related current production
costs for the period, and decreases in stockpiles are charged to cost of sales using the weighted
average cost per ounce.
Production costs are capitalised and included in gold in circuit inventory based on the current mining
costs incurred up to the point prior to the refining process, including applicable overhead,
depreciation and depletion relating to mining interests, and removed at the weighted average
production cost per recoverable ounce of gold. The production costs of finished goods represent the
weighted average costs of gold in circuit inventories incurred prior to the refining process, plus
applicable refining costs. Stockpiles are classified as non-current if the timing of their planned
usage is longer than 12 months. In determining the net realisable value of stockpiles, discounting is
not applied – see key estimates for further disclosure (note 3).
E. Mining interests
Mining interests include interests in mining properties and related plant and equipment. The cost of
a mining interest or property acquired as an individual asset purchase or as part of a business
combination represents its fair value at the date of acquisition.
Mining interests are classified as operating mine – mining interests when operating levels intended
by management have been reached. Prior to this, they are classified as exploration and evaluation
and development projects.
Mining properties are recorded at cost less accumulated depletion and impairment losses.
Exploration and evaluation and development projects mining interests include development stage
projects as well as exploration and evaluation assets, which are comprised of those properties with
mineral resources and exploration potential, often referred to as value beyond proven and probable
reserves. When acquired as part of an asset acquisition or a business combination, the values
associated with these assets are capitalised at cost, which represents the fair value of the assets
at the time of acquisition determined by estimating the fair value of a mining interest, mineral
reserves, resources, and exploration potential at that date.
Capitalised costs associated with mining properties include the following:
– Costs of direct acquisitions of production, development and exploration stage properties.
– Costs attributed to mining properties acquired in connection with business combinations.
– Expenditures related to the development of open pit surface mines, including engineering and
metallurgical studies, drilling, and other costs to access the ore body.
– Expenditures related to the development of underground mines including building of new declines,
drifts and ramps.
– Expenditures related to economically recoverable exploration.
– Borrowing costs incurred directly attributable to the construction of qualifying assets.
– Estimates of reclamation and closure costs.
Drilling and related costs that are incurred for general exploration, on sites without an existing mine,
or on areas outside the boundary of a known mineral deposit which contains proven and probable
reserves, are classified as greenfield exploration expenditures, and are expensed as incurred. At the
stage when sufficient exploration activities have been performed for Management to determine that
a greenfield area will result in a probable future economic benefit to the Group, all subsequent
drilling and related costs incurred to define and delineate a mineral deposit are classified as
brownfield activities and are capitalised as part of the carrying amount of the related property in the
period incurred.
Drilling and related costs incurred to define and delineate a mineral deposit that has not been
classified as proven and probable reserves at either a development stage or production stage mine
are also classified as brownfield activities and are capitalised as part of the carrying amount of the
related property in the period incurred.
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Notes to the consolidated financial statements
Continued
129 Endeavour Mining plc Annual Report 2025
The carrying values of the Group’s exploration and evaluation assets are carried at acquired costs
until such time as the technical feasibility and commercial viability of extracting mineral resource
from the assets is demonstrated, which occurs when the activities are designated as a
development project and advancement of the project is considered economically feasible. At that
time, the property and the related costs are reclassified as a development stage mining interest,
though not yet subject to depletion, and remain capitalised. Prior to reclassification, the mining
interest is assessed for impairment. Further exploration expenditures, subsequent to the
establishment of economic feasibility, are capitalised and included in the carrying amount of the
related property.
Borrowing costs are capitalised when they are directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that take a substantial period of time to get ready
for their intended use or sale. Borrowing costs are added to the cost of those assets, until such
time as the assets are substantially ready for their intended use or sale. Where the funds used to
finance a qualifying asset form part of general borrowings, the amount capitalised is calculated
using a weighted average of the rates applicable to the relevant borrowings during the period.
Investment income earned on the temporary investment of specific borrowings pending their
expenditure on qualifying assets is deducted from borrowing costs eligible for capitalisation. All
other borrowing costs are recognised in profit or loss in the period in which they are incurred.
For the year ended 31 December 2024, borrowing costs of $6.0 million were capitalised related to
the Lafigué term loan used exclusively for the development of the asset (note 9).
The commissioning of an underground mine typically occurs in phases, with certain phases being
brought into production while deeper levels remain under construction. The shared infrastructures,
such as declines, are assessed to determine whether they contribute to the production areas.
Where they contribute to production, the attributable costs are transferred to depletable mining
interests and start to be depreciated based on the units of production related to that phase. The
costs transferred comprise costs directly attributable to producing zones or, where applicable,
estimates of the portion of shared infrastructure that are attributed to the producing zones. The
appropriateness of separate, distinct producing phases and zones is continually assessed for
reasonableness and, where necessary, consolidated and reassessed in accordance with the pattern
in which the related economic benefits are expected to be consumed.
The Group determines commencement of commercial production based on the following factors:
– All major capital expenditures to bring the mine to the condition necessary for it to be capable for
operating in the manner intended by management have been completed.
– The completion of a reasonable period of testing of the mine plant and equipment.
– The mine or mill has reached a pre-determined percentage of design capacity.
– The ability to sustain ongoing production of ore.
The list is not exhaustive, and each specific circumstance is considered before making the decision.
Mining expenditure incurred to maintain current production are included in profit or loss. In current
production areas development costs are considered as costs of sales given that the short-term
nature of these expenditures matches the economic benefit of the ore being mined.
Operating mine - mining interests
The carrying amounts of mining properties are depleted using the unit-of-production method over the
estimated recoverable ounces when commercial production has commenced. Under this method,
depletable costs are multiplied by the number of ounces extracted divided by the estimated total
ounces to be extracted in current and future periods based on proven and probable reserves.
Management reviews the estimated total recoverable ounces contained in depletable reserves and
resources each financial year and when events and circumstances indicate that such a review
should be made. Changes to estimated total recoverable ounces contained in depletable reserves
and resources are accounted for prospectively.
Stripping costs
Capitalisation of waste stripping requires the Group to make judgements and estimates in
determining the amounts to be capitalised. In open pit mining operations, it is necessary to incur
costs to remove overburden and other mine waste materials in order to access the ore body
(“stripping costs”). During the development of a mine, stripping costs are capitalised and included
in the carrying amount of the related mining property. During the production phase of a mine,
stripping costs will be recognised as an asset only if the following conditions are met:
– It is probable that the future economic benefit (improved access to the ore body) associated with
the stripping activity will flow to the entity.
– The entity can identify the component of the ore body (mining phases) for which access has been
improved.
– The costs relating to the stripping activity associated with that component can be measured
reliably.
Stripping costs incurred and capitalised during the development and production phase are depleted
using the unit-of-production method over the reserves and, in some cases, a portion of resources of
the area that directly benefit from the specific stripping activity. Costs incurred for regular waste
removal that do not give rise to future economic benefits are considered as costs of sales and
included in operating expenses.
Plant and equipment and assets under construction
Plant and equipment are recorded at cost less accumulated depreciation and impairment losses.
Plant and equipment are depreciated using the unit of production method based on ounces
produced, or the straight-line method over the estimated useful lives of the related assets as
follows:
– Mobile equipment
– Aircraft
– Office and computer equipment
3 - 10 years
25 years
3 - 5 years
Right-of-use assets are depreciated over their expected useful lives on the same basis as owned
assets, or, where shorter, the term of the relevant lease.Where parts (components) of an item of
plant and equipment have different useful lives, they are accounted for as separate items of plant
and equipment. Each asset or part's estimated useful life is determined considering its physical life
limitations. This physical life of each asset cannot exceed the life of the mine at which the asset is
utilised. The estimated useful lives, residual values and depreciation method are reviewed at the
end of each reporting period, with the effect of any changes in estimate accounted for on a
prospective basis.
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Notes to the consolidated financial statements
Continued
130 Endeavour Mining plc Annual Report 2025
F. Impairment of mining interests and goodwill
At each reporting date, the Group reviews the carrying amounts of its mining interests to determine
if any indicators of impairment exist. If any such indicators exist, the recoverable amount of the
asset is estimated in order to determine the extent of any impairment loss, if any. When it is not
possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit (“CGU”), exploration and evaluation assets to which
the asset belongs. The Group's CGUs are its significant mine sites and development projects. When
a reasonable and consistent basis of allocation can be identified, corporate assets are also
allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for
which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of the fair value less cost of disposal (“FVLCD”) and value in use
(“VIU”). FVLCD is calculated as the amount obtainable from the sale of an asset in an arm’s length
transaction between knowledgeable, willing parties, less the costs of disposal. In the absence of
market information, this is determined based on the present value of the estimated future cash
flows from the development, use, eventual disposal of the asset, or the price a third party is willing
to pay for the asset. In assessing value in use, the estimated future cash flows are discounted to
their present value using a real, post-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset for which estimates of future cash flows
have not been adjusted.
If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, the
carrying amount of the asset or a CGU is reduced to its recoverable amount. An impairment loss is
recognised immediately in profit or loss.
Impairment losses reverse in some circumstances. When an impairment loss subsequently
reverses, it is recognised immediately in profit or loss. The carrying amount of the asset or a CGU is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment
loss been recognised in prior years.
The Group performs goodwill impairment tests annually in the fourth quarter or when events and
circumstances indicate that the carrying amounts may no longer be recoverable. In performing the
impairment tests, the Group estimates the recoverable amount of its CGU that include goodwill and
compares recoverable amounts to the CGU’s carrying amount. If a CGU’s carrying amount exceeds
its recoverable amount, the Group reduces the carrying value of the CGU or group of CGUs by first
reducing the carrying amount of the goodwill and then reducing the carrying amount of the remaining
assets on a pro-rata basis. Impairment of goodwill cannot be reversed.
G. Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A
contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. The Group assesses whether the contract
involves the use of an identified asset, whether the right to obtain substantially all of the economic
benefits from use of the asset during the term of the arrangement exists, and if the Group has the
right to direct the use of the asset. At inception or on reassessment, due to modification, of a
contract that contains a lease component the Group allocates the consideration in the contract to
each lease component on the basis of their relative standalone prices.
As a lessee, the Group recognises a right-of-use asset and a lease liability at the commencement
date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial
amount of the lease liability adjusted for any lease payments made at or before the commencement
date, plus any decommissioning and restoration costs, less any lease incentives received.
The right-of-use asset is subsequently depreciated from the commencement date to the earlier of
the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use
asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
A lease liability is initially measured at the present value of the lease payments that are not paid at
the commencement date. When the rate implicit to the lease cannot be readily determined, the
Group utilises its incremental borrowing rate in determining the present value of the future lease
payments.
The lease liability is measured at amortised cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index or
rate, or if there is a change in the estimate or assessment of the expected amount payable under a
residual value guarantee, purchase, extension or termination option. Variable lease payments not
included in the initial measurement of the lease liability are charged directly to consolidated
statement of comprehensive earnings/(loss) in the period incurred.
H. Income and deferred taxes
The Group recognises current income tax in the consolidated statement of comprehensive
earnings/(loss) except to the extent that it relates to items recognised directly in equity. Current
income tax is calculated on taxable income at the tax rate enacted or substantively enacted at the
balance sheet date, and includes adjustments to tax payable or receivable in respect of previous
periods.
The Group uses the liability method of accounting for income taxes. Deferred tax assets and
liabilities are recognised for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases
and for unused tax losses and other income tax deductions.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profits
will be available against which the temporary differences can be utilised. Such deferred tax assets
and liabilities are not recognised if the temporary differences from the initial recognition (other than
in a business combination) of assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the
temporary differences arise from the initial recognition of goodwill. A translation gain or loss may
arise for deferred tax purposes where the local tax currency is not the same as the functional
currency for certain non-monetary items. The translation gain or loss is recorded as deferred tax in the
consolidated statement of comprehensive earnings/(loss).
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Notes to the consolidated financial statements
Continued
131 Endeavour Mining plc Annual Report 2025
Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates
expected to apply if the related assets are realised or the liabilities are settled. To the extent that it is
probable that taxable profit will not be available against which deductible temporary differences can be
utilised a deferred tax asset may not be recognised. The effect on deferred tax assets and liabilities of
a change in tax rates is recognised in earnings in the period in which the change is substantively
enacted. Deferred tax balances denominated in currencies other than US dollars are translated into US
dollars using current exchange rates at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets against current tax liabilities and when they relate to income taxes levied by the same
taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis, or
to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax assets or liabilities are expected to be settled or recovered.
Provisions for uncertain tax positions are recognised within current tax when management
determines that it is probable that a payment will be made to the tax authority. The amount of the
probable ultimate settlement with the related tax authority is recorded.
I. Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial
position when the Group becomes a party to the contractual provisions of the instrument. On initial
recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable
transaction costs, except for financial assets and liabilities classified as at fair value through profit
or loss (“FVTPL”). The directly attributable transaction costs of financial assets and liabilities
classified as at FVTPL are expensed in the period in which they are incurred.
Subsequent measurement of financial assets and liabilities depends on the classifications of such
assets and liabilities. The classification of financial assets is generally based on the business
model in which a financial asset is managed and its contractual cash flow characteristics.
Financial assets at amortised cost
Financial assets that are held within a business model whose objective is to hold financial assets in
order to collect contractual cash flows, and the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding are classified and measured subsequently at amortised cost.
The Group recognises a loss allowance for expected credit losses on its financial assets measured
at amortised cost. The amount of expected credit losses is updated at each reporting period to
reflect changes in credit risk since initial recognition of the respective financial instruments.
Financial instruments at fair value through profit or loss
By default, all other financial assets are measured subsequently at FVTPL. Financial assets
measured at FVTPL are measured at fair value at the end of each reporting period, with any fair
value gains or losses recognised in profit or loss to the extent they are not part of a designated
hedging relationship.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the definitions of a financial liability and an
equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all its liabilities. Equity instruments issued by the Group are recognised at the
proceeds received, net of direct issue costs. Repurchase of the Group’s own equity instruments is
recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the
purchase, sale, issue or cancellation of the Group’s own equity instruments.
Financial liabilities that are not contingent consideration of an acquirer in a business combination,
held for trading, a derivative or designated as at FVTPL, are measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gains and losses are recognised
in profit or loss, unless it relates to capitalised interest which is recognised as part of mining
interests. Financial liabilities at FVTPL are measured at fair value and net gains and losses including
any interest expenses are recognised in consolidated statement of comprehensive earnings/(loss).
Derecognition of financial assets and liabilities
The Group derecognises a financial asset when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another party.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are
discharged, cancelled or they expire. The difference between carrying amount of the financial liability
derecognised and the consideration paid and payable is recognised in profit or loss.
The Group typically does not apply expected credit losses to sovereign debt or statutory receivables
unless there is a significant increase in credit risk or instance of default.
Derivative financial instruments
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into
and are subsequently re-measured to their fair value at the end of each reporting period.
The resulting gain or loss is recognised in profit or loss immediately as none of the derivatives are
designated and effective as a hedging instrument.
Embedded derivatives
Derivatives embedded in hybrid contracts with hosts that are not financial assets within the scope
of IFRS 9 are treated as separate derivatives when they meet the definition of a derivative.
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Notes to the consolidated financial statements
Continued
132 Endeavour Mining plc Annual Report 2025
J. Environmental rehabilitation provisions
The Group’s mining and exploration activities are subject to various governmental laws and
regulations relating to the protection of the environment. The Group records a liability for the
estimated future rehabilitation costs and decommissioning of its operating mines and development
projects at the time the environmental disturbance occurs, or a constructive obligation is
determined.
Environmental rehabilitation provisions are measured at the expected value of future cash flows
including expected inflation and discounted to their present value using the current market
assessment of the time value of money. The unwinding of the discount, referred to as accretion
expense, is included in finance costs and results in an increase in the amount of the provision.
When provisions for closure and environmental rehabilitation are initially recognised, the
corresponding cost is capitalised as an asset, representing part of the cost of acquiring the future
economic benefits of the operation. The capitalised cost of closure and environmental rehabilitation
activities is recognised in mining interests and amortised over the expected useful life of the
operation to which it relates.
Environmental rehabilitation provisions are updated annually for changes to expected cash flows and for
the effect of changes in the discount rate, and the change in estimate is added or deducted from the
related asset and depreciated over the expected useful life of the operation to which it relates.
K. Revenue recognition
Revenue from the sale of gold in bullion in doré bar form is recognised when the Group has transferred
control to the customer at an amount reflecting the consideration the Group expects to receive in
exchange for those products. Revenue from the sale of by-products is recognised based on copper or
silver content determined by the customer. In determining whether the Group has satisfied a
performance obligation, it considers the indicators of the transfer of control, which include, but are not
limited to, whether: the Group has a present right to payment; the customer has legal title to the asset;
the Group has transferred physical possession of the asset to the customer; and the customer has the
significant risks and rewards of ownership of the asset. Control is transferred when the Group enters
into a transaction confirmation for the transfer of gold or silver which is either at the date at which the
refining process is completed or at the point of shipment at the gold room at the mines depending on
contractual terms. Revenue is measured at the transaction price agreed under the contracts, and is due
immediately upon transfer of the gold or silver to the customer.
L. Share capital
Ordinary or common shares are classified as share capital. Incremental costs directly attributable to the
issue of new shares or options are shown in equity as a deduction, net of tax from the proceeds.
When the Company purchases its own share capital (“treasury shares”), the consideration paid,
including any directly attributable incremental costs, net of income taxes, is deducted from retained
earnings. If treasury shares are subsequently cancelled, the par value of the cancelled shares is
credited to the capital redemption reserve. If treasury shares are subsequently re-issued, any
consideration received, net of transaction costs, up to the amount paid to re-purchase the shares is
treated as a realised profit reinstating the retained earnings used when the shares were
repurchased. Any excess is included in share premium.
M. Earnings per share
Earnings per share calculations are based on the weighted average number of common shares issued
and outstanding during the period. Diluted earnings per share is calculated using the treasury stock
method. Dilutive potential ordinary shares are made up of equity-settled performance share units.
N. Share-based payment arrangements
The Company's share-based payment arrangements include deferred share units and performance
share units.
Deferred share units (“DSUs”) are settled in cash upon exercise. DSUs are recognised as share-
based payment expense on the date of grant, as these instruments vest immediately. Changes in
fair value of DSUs at each reporting date are recognised as share-based payment expense in the
period.
Performance share units (“PSUs”) are settled in cash or shares of the Company at the Company's
discretion, unless the employee or other providing similar services has the contractual right to
receive the share-based payment in cash upon exercise.
The fair value of the estimated number of PSUs that will eventually vest, determined at the date of
grant, is recognised as share-based compensation expense over the vesting period, with a
corresponding amount recorded as equity or a liability based on settlement.
The fair value is estimated using the market value of the underlying shares as well as assumptions
related to the market and non-vesting conditions at the grant date. Non-market vesting conditions are
included in assumptions about the number of options that are expected to become exercisable.
Management re-evaluates the assumptions related to the non-market conditions periodically for
changes in the number of options that are expected to ultimately vest.
Cash-settled share-based payments are measured at the fair value of the instrument at the grant date
and every reporting period, with changes in fair value recognised through profit or loss and a
corresponding amount recorded as a liability.
Equity-settled share-based payment transactions with parties other than employees are measured at
the fair value of the goods or services received, except where fair value cannot be estimated reliably, in
which case they are measured at the fair value of the equity instruments granted, measured at the date
the Company obtains the goods or the counterparty renders the service.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on
a graded basis over the vesting period, based on the Company's estimate of equity instruments that
will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the
Company revises its estimate of the number of equity instruments expected to vest. The impact of the
revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to the equity reserve.
OVERVIEW
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ADDITIONAL
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Notes to the consolidated financial statements
Continued
133 Endeavour Mining plc Annual Report 2025
O. Employee benefit trust
The Employee Benefit Trust (“EBT”) is considered to be a Special Purpose Entity and is accounted
for under IFRS 10 and consolidated on the basis that the Company has control, thus the assets and
liabilities of the EBT are included in the financial position and results of operations of the Group and
the shares held by the EBT are presented as a deduction from equity.
P. Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to
equity shareholders, this is when declared by the Board and physically paid to shareholders. For
final dividends, this is when approved by the shareholders at the AGM.
Q. Changes in accounting standards
The Group has adopted the following new IFRS standards for the annual period beginning on 1
January 2025:
Lack of Exchangeability - Amendments to IAS 21
The amendments require disclosure of information that enables users of financial statements to
understand the impact of a currency not being exchangeable.
The amendments had no impact on the Group’s consolidated financial statements.
New standards, interpretations and amendments not yet effective
There are standards, amendments to standards, and interpretations which have been issued by the
IASB that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the annual reporting period beginning 1 January 2026:
– Amendments to the Classification and Measurement of Financial Instruments (Amendments to
IFRS 9 Financial Instruments and IFRS 7)
– Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
The following amendments are effective for the annual reporting period beginning 1 January 2027:
– IFRS 18 Presentation and Disclosure in Financial Statements
– IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Group is currently assessing the impact of these new accounting standards and amendments.
Apart from IFRS 18 and IFRS 9, the Group does not expect any other standards issued by the IASB,
but are yet to be effective, to have a material impact on the Group.
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that
will help to achieve comparability of the financial performance of similar entities and provide more
relevant information and transparency to users. Even though IFRS 18 will not impact the recognition
or measurement of items in the financial statements, its impacts on presentation and disclosure
are expected to be pervasive, in particular those related to the statement of financial performance
and providing management-defined performance measures within the financial statements.
Management is currently assessing the detailed implications of applying the new standard on the
Group’s consolidated financial statements.
The Group notes that from 1 January 2026, amendments to IFRS 9 will come into effect and be
adopted by the Group. One area of impact will be the proposed changes to the derecognition of
financial liabilities and financial assets. The Group currently derecognises financial assets on gold
sale receivables on the customer remittance date rather than settlement date of the associated
cash receipt, as permitted under extant accounting standards. The Group does not plan to restate
the primary statements comparatives for the changes to IFRS 9. Under the new IFRS 9
requirements, such derecognition will occur on settlement date, with effect from 1 January 2026.
The table below summarises the amount that, due to the timing of gold sales at the end of the
respective quarter end, were derecognised on remittance date, with the associated cash receipt
being including in cash and cash equivalents, whereas settlement date was shortly after the quarter
end.
31 December 30 September 30 June 31 March 31 December
2025 2025 2025 2025 2024
Gold sale cash receipts
with settlement date
after period end
36.5
24.5
30.5
133.2
16.7
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
134 Endeavour Mining plc Annual Report 2025
3. CRITICAL JUDGEMENTS AND KEY ESTIMATES
The preparation of the Group’s consolidated financial statements in accordance with IFRS requires
management to make judgements, estimates and assumptions that affect the reported amounts of
assets, liabilities, income and expenses, and the accompanying disclosures. These assumptions,
judgements and estimates are based on management’s best knowledge of the relevant facts and
circumstances, having regard to previous experience, but actual results may differ materially from
the amounts included in the consolidated financial statements. Management reviews its estimates
and underlying assumptions on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period
of revision and future periods if the revision affects both current and future periods.
Critical judgements
The critical judgements that the Group’s management has made in the process of applying the
Group’s accounting policies, that have the most significant effect on the amounts recognised in the
Group’s consolidated financial statements are as follows:
Climate change
Management has considered the impact of climate change in preparing these consolidated financial
statements. These considerations, which are integral to the Group's strategy and operations, were
considered in the following areas:
– the judgements involved in the evaluation of indicators of impairment for the Group's mining
interests (note 6);
– the estimates used in the determination of the future cash flows used in the impairment
assessments of mining interests and goodwill (note 6 and 13);
– the judgements used in the evaluation of the Group's exploration and evaluation assets for
impairment (note 6);
– the estimates used in the determination of the environmental rehabilitation provision (note 19);
– the evaluation of the residual values and economic useful lives of property, plant, and equipment
(note 12); and
– the determination of targets for the Group's long-term incentive plan (note 7).
The effects of climate-related strategic decisions are incorporated into management's judgements
and estimates, in particular as it relates to the future cash flow projections underpinning the
recoverable amounts of mining interests, when the decisions have been approved by the Board, and
the implementation of these is likely to occur. The considerations with respect to climate change did
not have a material impact on the key accounting judgements and estimates noted above in the
current year, however, the emphasis on climate-related strategic decisions, such as a focus on
decarbonisation and alternative energy sources, including solar power, may have a significant
impact in future periods.
Expected credit losses
Significant judgement is required when determining the recoverability of receivables, which may
include trade receivables, other receivables, as well as receivables recognised for consideration due
from the sale of assets or CGUs (note 10).
The Group is required to estimate the ECL based on an assessment of the probability of default and
the loss given default specific to each receivable. Where the receivable pertains to a trade
receivable, a simplified approach is required. Where the receivable is not a trade receivable, the
Group applies the general approach as defined under IFRS 9 – Financial instruments.
When applying the general approach, the Group assesses the credit risk by taking into account
factors that are both specific to the receivable and the general economic environment in which the
relevant parties operate. A critical factor in applying the general approach is whether the credit risk
of a loan or receivable has increased significantly relative to the credit risk at the date of initial
recognition, as well as determining whether a counterparty is in default. The Group defines default
periods based on a period of 30 days to 12 months past due, dependent on the counterparty and
the commercial terms negotiated in relation to individual transactions.
Where the Group is exposed to receivables from governments, an assessment is made as to
whether these sovereign receivables, other than VAT receivables, should be subject to expected
credit loss. During times of increased uncertainty, the likelihood of a significant increase in credit
risk occurring may be elevated for sovereign receivables that are deemed to be at the lower end of
the investment grade range.
Where a significant increase in credit risk occurs since recognition, the financial asset is deemed to
be in stage 2. In these circumstances, the Group recognises a lifetime expected credit loss, with
any interest income continuing to be recognised on a gross basis.
Stage 3 is where the financial asset is credit impaired. For financial assets in stage 3, the Group
continues to recognise a lifetime expected credit loss, but any interest income is recognised on a
net basis. This means that interest income will be calculated based on the gross carrying amount of
the financial asset less ECL.
Lilium expected credit losses
On 30 June 2023, the Group completed the sale of its 90% interest in the Boungou and Wahgnion
cash-generating units. In the period subsequent to the divestiture, but prior to 31 December 2023,
the Group assessed that there was a significant increase in credit risk associated with the
counterparty due to the continued delayed payment of consideration amounts.
As at 31 December 2023 a $22.7 million expected credit loss was recognised. This expected credit
loss took into account the combined probability of default and loss given default based on facts and
circumstances available at that date, as well as events occurring in the period subsequent to the
year end, but prior to the approval of the financial statements for the year then ended.
During the period from 1 January 2024 to 27 August 2024, the Group continued to assess the
credit risk associated with the receivables from Lilium Mining Group. Reflecting the lengthy
arbitration proceedings, and the increased default risk associated with the counterparty, the
expected credit loss on the receivables from the sale of the Boungou and Wahgnion mines was
increased by a further $10.8 million in the second quarter of the year.
As disclosed in note 5F, on 27 August 2024, following internal commercial and strategic review, the
Group and Lilium signed a settlement agreement, involving the State of Burkina Faso (“the State”),
in respect of the divestment of the disposal group.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
135 Endeavour Mining plc Annual Report 2025
A total derecognition and impairment loss of $112.2 million was recognised (in addition to the
$10.8 million expected credit loss movement in the year) comprising the write-down of financial
assets both held at amortised cost and at fair value through profit and loss (the latter which are not
subject to expected credit losses).
Expected timing of value added tax refunds (“VAT”)
Included in trade and other receivables are recoverable VAT balances owing mainly by the fiscal
authorities in Burkina Faso and Senegal. The Group is following the relevant process in each country
to recoup the VAT balances owing and continues to engage with authorities to accelerate the
repayment of the outstanding VAT balances. The VAT balances are not in dispute. Where the timing
of recovery is not expected to be within a year of the balance sheet date then the VAT balances are
recorded as a non-current receivable. The credit loss provision reflecting the significant increase in
risk associated to the recoverability of the balances due from the State of Burkina Faso has been
applied proportionally against the current and non-current VAT receivable balances.
Determination of economic viability
Management has determined that exploratory drilling, evaluation and related costs incurred which
have been capitalised are economically viable. Management uses several criteria in its
assessments of economic viability and probability of future economic benefit including geological
and metallurgic information, history of conversion of mineral deposits to proven and probable
reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine
plans.
Capitalisation and depreciation of waste stripping
Capitalisation of waste stripping requires the Group to make judgements and estimates in
determining the amounts to be capitalised. These judgements and estimates include, among
others, the expected life of mine stripping ratio for each separate open pit, the determination of
what defines separate pits, and the expected ounces to be extracted from each component of a pit
for which the stripping asset is depreciated.
Capitalisation and depreciation of underground development costs
Capitalisation of underground development requires the Group to make judgements and estimates
in determining the amounts to be capitalised. These judgements and estimates include, among
others, the determination of what defines separate underground operations, differentiation between
primary and secondary development, and the expected ounces to be extracted from each
underground zone(s) for which the development asset is depreciated.
Assets held for sale
The Group applies judgement when determining whether an asset or disposal group should be
classified as held for sale. For this to be the case, the asset or disposal group must be available for
immediate sale in its present condition and its sale must be highly probable. The following factors
are considered by management in determining whether a sale is highly probable: management must
be committed to a plan to sell the asset or disposal group; an active programme to locate a buyer
and complete the plan must have been initiated; the asset must be actively marketed for sale at a
reasonable price; and the sale should be expected to be completed within 12 months of
classification of the asset or disposal group as held for sale.
Commercial production
The Group applies judgement in determining when a mine reaches commercial production. The
Group assesses a number of factors when making this judgement. The Group’s Lafigué and BIOX
projects both achieved commercial production on 1 August 2024, after which borrowing costs were
recognised within finance costs in the Consolidated income statement and assets considered ready
for use were reclassified from Assets Under Construction to appropriate asset classes and
subsequently depreciated.
Indicators of impairment
The Group considers both internal and external information in its process of determining whether
there are any indicators for impairment. Management considers the following external factors to be
relevant: changes in the market capitalisation of the entity, changes in the long-term gold price
expectations, or changes in the technological, market, economic or legal environment in which the
entity operates, or in the market to which the asset is dedicated.
Management considers the following internal factors to be relevant: changes in the estimates of
recoverable ounces, significant movements in production costs and variances of actual production
costs when compared to budgeted production costs, production patterns and whether production is
meeting planned budget targets, changes in the level of capital expenditures required at the mine
site, changes in the expected cost of dismantling assets and restoring the site, particularly towards
the end of a mine's life. The Group also considers certain judgements on future events, specifically
if the Group will continue with development of certain exploration and evaluation assets, and the
likelihood of exploration permits currently in process of being renewed will be renewed by the
appropriate regulatory bodies. Refer to note 6 for details of impairment assessments performed
during the year.
Accounting for and classification of the settlement agreement
IFRS 5 requires that the resolution of uncertainties and contingencies that arise from the terms of
the divestment of a disposal group that are directly related to its disposal in a prior period are
included within discontinued operations. Adjustments that are not directly related to either the
disposal terms or the operations of the disposal group prior to its disposal are included within
continuing operations.
The Group has assessed that the expected credit loss provisions arising and reversals thereof and
losses related to the settlement agreement with Lilium and the State of Burkina Faso are not
directly related to the terms of the disposal of the Boungou and Wahgnion mines and are therefore
reported within continuing operations (note 5F).
In addition, notwithstanding the requirements in IAS 36 Impairment of Assets to show separately the
impact of impairment losses and losses on derecognition of financial assets carried at amortised
cost, the Group has presented the losses on the derecognition and impairment of financial assets
as one line item within the statement of comprehensive income. The Group considers this
presentation to reflect the terms of the settlement agreement most accurately as the terms of the
renegotiation were carried out as a single package. Any apportionment of the overall loss into
separate components would not be of any additional value to the users of these financial
statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
136 Endeavour Mining plc Annual Report 2025
Current income taxes
The Group operates in numerous countries, and accordingly it is subject to, and pays annual income
taxes under the various income tax regimes in the countries in which it operates. Significant
judgement is required in the interpretation or application of certain tax rules when determining the
provision for income taxes due to the complexity of the legislation.
From time to time the Group is subject to a review of its income tax filings and in connection with
such reviews, disputes can arise with the taxing authorities over the interpretation or application of
certain rules to the Group's business conducted within the country involved.
Management evaluates each of the assessments and recognises a provision based on its best
estimate of the ultimate resolution of the assessment, through either negotiation or through a legal
or arbitrative process. In the event that management's estimate of the future resolution of these
matters change over time.
Key estimates
The significant assumptions about the future and other major sources of estimation uncertainty as
at the end of the reporting period that have a significant risk of resulting in a material adjustment to
the carrying amounts of the Group’s assets and liabilities within the year following 31 December
2025 are as follows:
Impairment of mining interests and goodwill
In determining the recoverable amounts of the Group’s mining interests and goodwill, management
makes estimates of the discounted future cash flows expected to be derived from the Group’s
mining properties, costs to sell the mining properties and the appropriate discount rate. The
projected cash flows are significantly affected by changes in assumptions about gold’s selling price,
future capital expenditures, changes in the amount of recoverable reserves, resources, and
exploration potential, production cost estimates, discount rates and exchange rates.
Reductions in gold price forecasts, increases in estimated future costs of production, increases in
estimated future non-expansionary capital expenditures, reductions in the amount of recoverable
reserves, resources, and exploration potential, and/or adverse current economics can result in a
write-down of the carrying amounts of the Group’s mining interests and/or goodwill (note 6 and 13).
Estimated recoverable ounces
The carrying amounts of the Group’s mining interests are depleted based on the estimated
recoverable ounces for each mine. Changes to estimates of recoverable ounces due to revisions to
the Group’s mine plans and changes in gold price forecasts can result in a change to future
depletion rates.
Mineral reserves and resources
Mineral reserves and mineral resources are determined in accordance with Canadian Securities
Administrator’s National Instrument 43-101 Standards of Disclosure for Mineral Projects. Mineral
reserve and resource estimates include numerous estimates. In order to calculate the gold mineral
reserves and resources, estimates and assumptions are required about a range of geological,
technical and economic factors and the accuracy of any mineral reserve or resource estimate is
dependent on the quantity and quality of available data. Changes to management’s assumptions
including economic assumptions such as gold prices and market conditions could have a material
effect in the future on the Group’s financial position and results of operations.
Environmental rehabilitation costs
The provisions for rehabilitation are based on the expected costs of environmental rehabilitation and
inputs used to determine the present value of such provisions and the related accretion expense
using the information available at the reporting date. To the extent the actual costs differ from these
estimates, adjustments will be recorded and the profit or loss and future cash flows may be
impacted.
Inventories
The measurement of inventory and the determination of net realisable value involves the use of
estimates. This is especially the case when determining the net realisable value of stockpiles.
Estimation is required when determining completion costs to bring the stockpile inventory to a
condition ready for sale, total tonnes included in the stockpiles and the grade and recoveries
applied in recoverable gold contained therein. Other estimates include future gold prices, long and
short-term usage, recovery rates, production cost forecasts and production plans. As part of the net
realisable calculation, in determining the net realisable value of stockpiles, management has
applied a judgement not to discount long-term stockpiles, to reflect an adjustment for the time value
of money, when planned processing is later than 1 year. There is no defined requirement within IAS
2 to apply discounting and management notes the majority of gold producing companies do not
apply discounting as per their accounting policies. Therefore to ensure comparability to other similar
companies discounting has not been applied.
Estimation is also required when determining whether to recognise a provision for obsolete stock,
with specific reference to the amount of time the stock has been on hand and whether there are
alternative uses for the consumables prior to recognising a provision for stock.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
137 Endeavour Mining plc Annual Report 2025
4. DIVESTITURES
The Group's net loss from discontinued operations comprised of the following divestitures:
YEAR ENDED
31 December 31 December
2025 2024
Boungou and Wahgnion
1
 — (6.3)
Net loss from discontinued operations — (6.3)
1. Sold in June 2023. Included in the net loss from discontinued operations and operating cash flows from discontinued
operations for the year ended 31 December 2024 is $6.3 million related to the settlement of historical tax liabilities as
determined under the sale agreement of the Boungou mine.
Divestiture of Boungou and Wahgnion
On 30 June 2023, the Group completed the sale of its 90% interest in the Boungou and Wahgnion
cash-generating units (“the disposal group”) to Lilium Mining (“Lilium”). Subsequent to this, the
Group and Lilium signed a settlement agreement, involving the State of Burkina Faso (“the State”),
in respect of the divestment of the disposal group, whereby Lilium transferred the ownership of the
Boungou and Wahgnion mines to the State. See note 5F. `
5. EARNINGS FROM OPERATIONS
The following tables summarise the significant components of earnings from operations.
A. Revenue
YEAR ENDED
31 December 31 December
2025 2024
Gold revenue
4,213.3
 2,657.3
Silver revenue
17.1
 13.9
Copper revenue
3.5
 2.7
Other revenue
—
 2.0
Revenue 24 4,233.9 2,675.9
For the year ended 31 December 2025, the Group had three (31 December 2024: two) customers
that individually account for more than 10% of the Group’s total revenue. These customers
represent approximately 65%, 21%, and 11% of total revenue respectively (31 December 2024:
57% and 41% respectively). However, the Group is not economically dependent on a limited number
of customers for the sale of gold because gold can be sold to and through numerous banks and
commodity market traders worldwide.
B. Operating expenses
YEAR ENDED
31 December 31 December
2025 2024
Supplies and consumables
398.4
 278.3
Employee compensation
236.7
 183.1
Contractor costs and overheads
619.3
 525.5
Energy costs
257.4
 254.0
Net change in inventories
(114.6)
 (60.0)
Waste capitalisation
(217.3)
 (173.5)
Operating expenses
1
 1,179.9 1,007.4
1. Energy costs and waste capitalisation have been disaggregated from other categories. The prior year comparison balances
have therefore been restated for comparability.
C. Employee compensation
YEAR ENDED
31 December 31 December
2025 2024
Wages and salaries
231.4
 214.5
Social security costs
28.8
 14.1
Other pension costs
4.0
 0.9
Other staff costs
25.4
 3.0
Employee compensation
1
 289.6 232.5
Categorised as:
Operating expenses
236.7
 183.1
Corporate costs
32.7
 26.0
Acquisition and restructuring costs
1.4
 5.8
Exploration costs
18.8
 17.6
Employee compensation
1
 289.6 232.5
1. Due to the restatement of operating expenses (see note 5B), the prior year comparison balances have therefore been
restated for comparability.
The Group had an average of 5 ,381 employees for the year ended 31 December 2025 (31
December 2024: an average of 5,659 employees). Employee compensation include key
management personnel compensation (refer to note 23) and is net of amounts capitalised to mining
interests of $18.8 million (31 December 2024: $18.0 million).
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
138 Endeavour Mining plc Annual Report 2025
D. Corporate costs
YEAR ENDED
31 December 31 December
2025 2024
Employee compensation
32.7
 26.0
Professional services
9.1
 9.1
Other corporate expenses
10.9
 12.2
Total corporate costs
52.7
 47.3
E. Other expenses
YEAR ENDED
31 December 31 December
2025 2024
Disturbance costs
0.9
 2.9
Acquisition and restructuring costs
1
 22.8 21.4
Community contributions
2.5
 2.6
Loss/(gain) on disposal of assets
0.9
 (3.7)
Legal and other
2
 14.6 21.6
Indirect tax claims
3
 46.6 8.3
Investigation costs
—
 9.4
Other expenses
88.3
 62.5
1. Acquisition and restructuring costs includes $3.1 million in relation to contractor demobilisation costs at Mana, $7.7 million
in relation to reserve uplift payable under the mining convention at Sabodala-Massawa, $6.4 million in relation to additional
gold reserves added post 31 December 2016, in accordance with the price agreement reached with the Government of Côte
d'Ivoire in May 2017 to increase Endeavour’s stake in the Ity mine from 55% to 80% and $3.9 million transaction-related
costs. The year ended 31 December 2024 balance includes $16.6 million in relation to Sabodala-Massawa employee
settlement and $2.6 million in relation to labour severance and agreed contractor demobilisation costs at Mana.
2. Legal and other costs includes $2.3 million of legal provisions, $1.9 million legal costs incurred in relation to cases, $8.6
million of stock and obsolescence provision costs. The year ended 31 December 2024 balance includes $8.6 million legal
costs incurred in relation to cases and associated costs, $4.4 million in relation to transaction-related costs, $6.3 million in
relation to other provisions and $2.5 million stock and obsolescence provision costs.
3. Indirect tax claims costs includes $36.6 million of a 2% incremental royalty from the Government of Côte d’Ivoire at both
Lafigué and Ity in respect of 2025 was conditionally accepted following initial disputes. Due to the exceptional circumstances,
the cost has been included in this category. $3.3 million in relation to historical Massawa royalties and $4.7 million of
customs findings and penalties costs. The year ended 31 December 2024 balance includes $8.3 million of business taxes.
F. Credit loss and impairment of financial assets
YEAR ENDED
31 December 31 December
2025 2024
Derecognition and impairment of financial assets - Lilium
—
 112.2
Credit loss
12.7
 27.0
Impairment of VAT and other receivables
1
 10.5 11.8
Total credit loss and impairment of financial assets
23.2
 151.0
1. The Impairment of VAT and other receivables balance includes the write-off of VAT amounts deemed to be non-recoverable of
$10.5 million (year ended 31 December 2024: $10.1 million). The year ended 31 December 2024, includes the write-off of a
receivable in relation to the CEO dismissal for $1.4 million (note 23A).
On 27 August 2024, the Group and Lilium signed a settlement agreement, involving the State of
Burkina Faso (“the State”), in respect of the divestment of the disposal group. Pursuant to the
Agreement, Lilium transferred the ownership of the Boungou and Wahgnion mines to the State and
Endeavour was to receive:
– Cash consideration of $60.0 million, of which $15.0 million to be received upfront, and $15.0
million and $30.0 million to be received by the end of Q3-2024 and the end of Q4-2024,
respectively.
– A 3% royalty on up to 400,000 ounces of gold sold from the Wahgnion mine. The fair value of the
NSR at the settlement date was $22.0 million and was estimated using probability-weighted
scenarios with respect to discounted cash flow models for future production.
At 31 December 2025, all cash consideration from the State was received (31 December 2024:
$19.8 million was receivable) and included in consideration receivable (note 10)) and the fair value
of the NSR due from the State, which is included in other financial assets (note 14), was
$16.6 million (31 December 2024: $23.5 million) and $6.7 million receivable relating to accrued
and invoiced income on the NSR included in other receivables (note 10).
As a result of the settlement agreement, the Group recognised a loss for the difference between the
carrying value of the outstanding financial assets due from Lilium and the fair value of the
receivables due from the State. This resulted in a charge of $112.2 million being recognised in the
year ended 31 December 2024, as detailed in the table below.
As at
27 August
2024
Trade and other receivables
Cash consideration
78.5
Deferred cash consideration
19.9
Other receivables
13.9
Other financial assets
Net smelter royalties
44.3
Deferred consideration
37.6
Total financial assets due from Lilium - net (as at transaction date)
194.2
Fair value of receivables due from the State
(82.0)
Derecognition and impairment of financial assets
112.2
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
139 Endeavour Mining plc Annual Report 2025
G. Audit and non-audit fees
The following table summarises total audit and non-audit fees incurred with the auditor of the Group,
which are included in professional services as part of corporate costs:
YEAR ENDED
31 December 31 December
2025 2024
Audit services
1
2.3 2.2
Agreed overrun in relation to prior year audit services
0.1
1.2
Audit-related assurance services
2
0.4 0.4
Non-audit services
3
0.5 —
Total Audit and non-audit fees
3.3
3.8
1. Audit services are in respect of fees for the audit of the Endeavour Mining plc Annual Report and the audit of the Company’s
subsidiaries.
2. Audit-related assurance services comprise fees paid to the auditors in respect of quarterly reviews.
3. Non-audit services comprise of non-recurring fees paid to the auditors in respect of transaction and financing-related costs.
6. IMPAIRMENT OF MINING INTERESTS
For the year ended 31 December 2025 - operating mines
During the fourth quarter of 2025, the Group performed a review for indicators of impairment at
each of the CGUs and evaluated key assumptions such as significant revisions to the mine plan
including current estimates of recoverable mineral reserves and resources, recent operating results,
and future expected production based on the reserves and resources. The Group is also continuing
to monitor the geopolitical environment in West Africa and its impact on its operations. In addition,
those CGUs to which goodwill has been allocated are tested at least annually for impairment (Mana
and Sabodala-Massawa, note 13). As a result of the above, the Sabodala-Massawa and Mana
CGUs were tested for impairment at 31 December 2025 and no impairment arose. In the year
ended 31 December 2025, the Group relinquished the Bouéré-Dohoun mining permit (Houndé
segment) and recognised an impairment expense of $1.5 million in relation to the associated
mining interests. There were no indicators of impairment identified at the Group's other mine site
CGUs in the year that gave rise to an impairment.
The recoverable amounts of the CGUs were based on the future real post-tax cash flows expected to
be derived from the Group’s mining interests and represents the FVLCD, noting IAS 36 requires
impairment to be assessed using the higher of VIU and FVLCD. The projected cash flows used in
impairment testing are significantly affected by changes in the following assumptions and are all in
real terms:
– Gold price - Forecast gold prices used are management's estimates for future gold prices and are
based on CIBC consensus average future gold prices.
– Discount rates - Based on estimate of the weighted average cost of capital for a market
participant which includes estimates for risk-free interest rates, cost of equity, asset-specific risk,
and debt-to-equity financing ratio.
– Production - The production volumes incorporated into the detailed life of mine plans take into
account the estimated recoverable reserves and resources, as well as exploration potential
expected to be converted into reserves, as part of management's long-term planning process.
The estimate of the production volumes for each mine are dependent on a number of variables,
including expected grades, recoveries, anticipated waste stripping, and cost parameters to
economically extract the reserves. For those measured, indicated, and inferred resources that are
not included in the life of mine plans, management has included a dollar per ounce value based
on observable market transactions for comparable assets.
Key assumptions used in the FVLCD calculations:
Sabodala-
Assumption
Massawa
Mana
Gold price - 2026
$4,069
$4,069
Gold price - 2027
$3,965
$3,965
Gold price - 2028
$3,819
$3,819
Gold price - 2029
$3,588
$3,588
Long-term gold price
$3,137
$3,137
Mine life
15 years
8 years
Life of mine production (thousands of ounces)
5,486
1,235
Discount rate
8.5 %
11.0 %
Following our assessment, the Mana and Sabodala-Massawa CGUs were not impaired, as the
recoverable amounts exceeded the carrying values of each of these CGUs by $840.4 million and
$3,009.1 million, respectively.
A sensitivity analysis was performed to identify the impact of changes in the key assumptions over
the life of mine to the impairment analysis, which include metal prices, discount rate, production
and operating expenses, as these are the most significant assumptions that impact the recoverable
value of the assets. The sensitivities selected represent management's estimate of the reasonably
possible change to each of these assumptions. The below table outlines the impact on the Mana
and Sabodala-Massawa impairment models by applying sensitivities to the key inputs noted below:
Sabodala-Massawa
Mana
Assumption
Change in fair value
Change in fair value
Decrease in metal prices of 5%
$(396.7)
$(97.8)
Increase in discount rate of 2%
$(434.2)
$(59.1)
Decrease in production of 10%
$(802.2)
$(227.2)
Increase in operating expenditures of 10%
$(216.6)
$(107.0)
For the year ended 31 December 2024 - operating mines
During the fourth quarter of 2024 the Group performed a review for indicators of impairment at each
of the CGUs. As a result of this process, the Sabodala-Massawa and Mana CGUs were tested for
impairment as at 31 December 2024. As a result of this assessment management determined that
the Sabodala-Massawa and Mana mines were not impaired in the year ended 31 December 2024.
There were no indicators of impairment identified at the Group's other mine site CGUs (Ity, Houndé
and Lafigué) in the year.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
140 Endeavour Mining plc Annual Report 2025
The key assumptions used in the year ended 31 December 2024 FVLCD calculations:
Sabodala-
Assumption
Massawa
Mana
Gold price - 2025
$2,598
$2,598
Gold price - 2026
$2,551
$2,551
Gold price - 2027
$2,479
$2,479
Gold price - 2028
$2,402
$2,402
Long-term gold price
$2,169
$2,169
Mine life
15 years
9 years
Life of mine production (thousands of ounces)
4,427
1,432
Discount rate
7.5 %
11.0 %
Management determined that the Sabodala-Massawa and Mana mines were not impaired in the
year ended 31 December 2024.
Impairment of exploration and development assets
In the fourth quarter of the year ended 31 December 2025, the Group reviewed all exploration and
evaluation assets for indicators of impairment. The review was performed against the criteria
outlined in IFRS 6 – Exploration and evaluation assets. The annual review of the Group’s exploration
and evaluation assets forms part of the Group’s accounting policy requirements.
In conjunction with this assessment, the Group considered the validity and tenure of exploration
permits, whether these were in good standing and if any further exploration activity was planned.
The Group also considers changes to reserves and resources, life of mine plans and management’s
forward-looking exploration strategy.
For permits in the renewal process, the Group evaluated the likelihood of approval based on past
licence renewals and the current status. As at 31 December 2025, the carrying value of permits
under renewal was $61.4 million (31 December 2024: $71.3 million).
For the year ended 31 December 2025 - Exploration assets
Following an assessment of impairment indicators during the fourth quarter of year ended 31
December 2025, the Group recognised an impairment loss of $182.4 million in relation to
exploration assets.
The Group recognised an impairment loss of $139.7 million in relation to Bantou and $31.8million
in relation to the Nabanga property in Burkina Faso, where the Group has deemed that the
development of these properties is no longer aligned with the recent exploration strategy updated in
the fourth quarter of 2025 and that there is a low probability of recovery of the carrying values
currently through a sale of the named properties. A further $10.9 million impairment charge was
recognised pertaining to other exploration properties and licences with no planned near-term
activities and with no intention to renew the licences.
For the year ended 31 December 2024 - Exploration assets
For the year ending 31 December 2024, a similar review of exploration permits led to an impairment
of exploration assets totalling $66.4 million. This included $62.1 million in relation to Golden Hill
where the Group has deemed it unlikely that the expired permit will be renewed. The Group also
recognised an impairment of $0.8 million in relation to the Fobiri property in Burkina Faso, where
the relevant exploration licences were allowed to expire due to their lower prospectivity. A further
$3.5 million impairment charge was recognised pertaining to other exploration properties and
licences with no planned near-term activities and with no intention to renew the licences.
For the year ended 31 December 2025 - Development assets - Kalana
In the year ended 31 December 2025, the Group also recognised an impairment in relation to
development assets of $9.5 million for the Kalana project. The impairment arose as a result of
changes to management assumptions used in an updated valuation model relating to discount
rates and resource conversion factors.
As at 31 December 2025, the recoverable amount of the CGU was calculated as $61.1 million,
based on a Level 3 fair value measurement using a market-based valuation technique incorporating
recent market evidence and indicative pricing from third parties, adjusted for specific factors
including execution and resource conversion risks.
During the year ended 31 December 2025, the total impairment of exploration and development
assets was $191.9 million.
For the year ended 31 December 2024 - Development assets - Kalana
In the year ended 31 December 2024, the Group also recognised an impairment in relation to
development assets of $133.1 million for the Kalana project. The impairment arose as a result of
changes to management assumptions around the risk attributable to the project, its resources, as
well as to the risk-adjusted in-situ multiples.
As at 31 December 2024, the recoverable amount of the CGU was calculated as $71.0 million,
based on an in-situ valuation model representing the FVLCD, a Level 3 fair value measurement. The
in-situ valuation model was significantly influenced by changes in the reserves and resources base,
associated conversion factors, and in-situ multiples. A 45% conversion factor and $60 per ounce
multiple were applied in deriving the FVLCD based on the best estimate of assumptions as at 31
December 2024. Adjusting the conversion factor to 40% and the multiple to $50 per ounce results
in a recoverable value of $51.0 million, while a 50% conversion factor and $70 per ounce multiple
result in a recoverable value of $90.0 million.
During the year ended 31 December 2024, the total impairment of exploration and development
assets was $199.5 million.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
141 Endeavour Mining plc Annual Report 2025
7. SHARE CAPITAL
2025 2024
Number
Amount
Number
Amount
Ordinary share capital
As at 1 January
244.1
2.5
245.2
2.5
Shares issued on exercise of PSUs
0.7
—
0.8
—
Purchase and cancellation of own shares
(3.5)
(0.1)
(1.9)
—
As at 31 December
241.3
2.4
244.1
2.5
A. Issued share capital as at 31 December 2025
241.3 million ordinary voting shares of $0.01 par value
– In March 2025, the Company received approval from the TSX to renew its Normal Course Issuer
Bid (“NCIB”) for its share buyback programme, with respect to its ordinary shares (“shares”) in
order to continue supplementing its shareholder returns. Under the NCIB, the Company may, over
the 12-month period of the NCIB, repurchase up to a maximum of 13,902,435 shares,
representing 10% of the public float of the shares issued and outstanding as of 9 March 2025.
All shares repurchased under the share repurchase programme will be cancelled. The renewed
NCIB commenced in March 2025 and ends in March 2026, or such earlier date as Endeavour
may complete its purchases pursuant to the notice of intention filed with the TSX.
– During the year ended 31 December 2025, the Company repurchased a total of 3.5 million
shares at an average price of $24.25 for a total amount of $85.3 million all of which was paid
during the year. The cash outflow of $87.4 million includes amounts included as trade payables
as at 31 December 2024 (in the year ended 31 December 2024, the Company repurchased a
total of 1.9 million shares at an average price of $20.05 for a total amount of $37.2 million, of
which $35.0 million was paid with the remainder included in trade payables).
B. Share-based compensation
The following table summarises the share-based compensation expense:
YEAR ENDED
31 December 31 December
2025 2024
Charges and change in fair value of PSUs 60.6 21.3
Charges and change in fair value of DSUs 4.1 0.1
Total share-based compensation
1
 64.7 21.4
1. Share-based compensation includes an amount of $11.2 million related to cash settled PSUs and DSUs recognised as liabilities with
the remaining portion of $53.5 million recognised directly in equity as they are equity settled (for the year ended 31 December 2024,
share-based compensation included an amount of $1.6 million related to PSUs and DSUs recognised as liabilities with the remaining
portion of $19.8 million recognised directly in equity).
C. Share unit plans
A summary of the changes in share unit plans is presented below:
DSUs Outstanding
PSUs Outstanding
2025 2024 2025 2024
As at 1 January 92,202 83,903 3,623,567 2,923,346
Granted 14,669 21,857 2,897,682 1,861,172
Exercised — (16,828) (1,073,808) (975,354)
Forfeited — — (520,408) (493,111)
Reinvested 3,748 3,270 175,959 121,003
Added by performance factor — — 327,381 186,511
At as 31 December
110,619
 92,202 5,430,373 3,623,567
D. Deferred share units
The Group established a deferred share unit plan (“DSU”) for the purposes of strengthening the
alignment of interests between Non-Executive Directors of the Company and shareholders by linking
a portion of the annual Director compensation to the future value of the Company’s common
shares. Upon establishing the DSU plan for Non-Executive Directors, the Company no longer grants
options to Non-Executive Directors.
The DSU plan allows each Non-Executive Director to choose to receive, in the form of DSUs, all or a
percentage of their Director’s fees, which would otherwise be payable in cash. Compensation for
serving on committees must be paid in the form of DSUs. The plan also provides for discretionary
grants of additional DSUs by the Board. Each DSU vests upon award but is distributed only when
the Director has ceased to be a member of the Board. Vested units are settled in cash based on
the common share price at the date of settlement.
The fair value of the DSUs is determined based on multiplying the five day volume weighted average
share price of the Company by the number of DSUs at the end of the reporting period and is
included in other financial liabilities (note 18).
E. Performance share units
The Group's long-term incentive plan (“LTI Plan”) includes a portion of performance-linked share unit
awards (“PSUs”), intended to increase the pay mix in favour of long-term equity-based compensation
with a three-year cliff-vesting period serving as an employee retention mechanism.
The fair value of the PSUs is determined based on Total Shareholder Return (“TSR”) relative to peer
companies for 50% of the value of the PSUs, while the remaining 50% of the value of the PSUs
granted is based on achieving certain operational performance measures. The vesting conditions
related to the achievement of operational performance measures noted above are determined at
the grant date and the number of units that are expected to vest is reassessed at each subsequent
reporting period based on the estimated probability of reaching the operational targets. The key
operational targets are determined annually and include:
– For 2025 PSU grants: 2027 targets relate to ESG and biodiversity targets (15%), project
development (12.5%), exploration targets (12.5%), and net debt (10%).
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
142 Endeavour Mining plc Annual Report 2025
– For 2024 PSU grants: 2026 targets relate to ESG and biodiversity targets (15%), project
development (12.5%), exploration targets (12.5%), and net debt (10%).
– For 2023 PSU grants: 2025 targets relate to project development (12.5%), exploration targets
(12.5%), net debt (10%), carbon emissions targets (7.5%) and ISO 14001 / ISO 45000
verification targets (7.5%).
The fair value related to the TSR portion is determined using a multi-asset Monte Carlo simulation
model using a dividend yield of 2.5% (2024: 2.5%), as well as historical TSR levels and historical
volatility of the constituents of the S&P TSX Global Gold Index (2024: same). The expected volatility
was determined taking into account historical volatility, as there was no available market data on
implied volatility for PSUs with the same maturity. The historical volatility was measured over a
three-year period, consistent with the PSUs maturity, from the commencement of the performance
period. The weighted average fair value of grants issued in the year ended 31 December 2025 is
$23.62 per PSU (2024: $20.94 per PSU).
F. Basic and diluted earnings per share
Diluted net earnings per share was calculated based on the following:
YEAR ENDED
31 December 31 December
2025 2024
Earnings/(loss) continuing operations attributable to equity
shareholders of the Company
679.2
 (293.9)
Total earnings/(loss) attributable to equity shareholders of the
Company
679.2
 (300.2)
Shares (million)
Basic weighted average number of shares outstanding 242.3 244.8
Effect of dilutive potential ordinary shares
1
5.2 —
Diluted weighted average number of shares outstanding 247.5 244.8
Total common shares outstanding
241.3
244.1
Total potential diluted common shares
246.6
247.3
Earnings/(loss) per share from continuing operations
Basic earnings/(loss) per share 2.80 (1.20)
Diluted earnings/(loss) per share 2.74 (1.20)
Earnings/(loss) per share
Basic earnings/(loss) per share 2.80 (1.23)
Diluted earnings/(loss) per share 2.74 (1.23)
1. At 31 December 2024, a total of 3.6 million PSUs were not included in the calculation of diluted earnings per share, because
they were anti-dilutive.
G. Dividends
During the year ended 31 December 2025, the Company announced and paid its first interim
dividend for 2025 of $150.0 million or approximately $0.62 per share to shareholders on the
register at close on 26 September 2025, and announced and paid its second interim dividend for
2024 of $0.57 per share totalling $140.0 million to shareholders on the register at close on 14
March 2025. The total amount paid of $288.2 million is included in cash flows from financing
activities.
During the year ended 31 December 2024, the Company announced and paid its first interim
dividend for 2024 of $0.41 per share totalling $100.0 million to shareholders on record at the close
of business 12 September 2024, and announced and paid its second interim dividend for 2023 of
$0.41 per share totalling $100.0 million to shareholders on record at the close of business 23
February 2024. The total amount paid of $200.0 million is included in cash flows from financing
activities.
H. Other reserves
A summary of reserves is presented below:
Capital Share-Based
Redemption Payment
Reserve
1
Reserve
Merger Reserve
Total
As at 1 January 2024
0.3
97.3
496.7
 594.3
Purchase and cancellation of own shares
0.1
—
—
 0.1
Share-based compensation
—
19.8
—
 19.8
Shares issued on exercise of options,
warrants and PSUs
—
(16.0)
—
 (16.0)
As at 31 December 2024
0.4
101.1
496.7
598.2
Share-based compensation
—
53.5
—
 53.5
Shares issued on exercise of PSUs
—
(21.2)
—
 (21.2)
As at 31 December 2025
0.4
133.4
496.7
630.5
1. Changes to capital redemption reserve occurred in the year ended 31 December 2025, however they are presented as zero
due to the nominal amount of the change and due to all USD amounts rounded to millions.
Nature and purpose of other reserves
Capital redemption reserve
The capital redemption reserve represents the cumulative nominal amount of shares cancelled,
following the share buyback by the Company.
Share-based payment reserve
Share-based payment reserve represents the cumulative share-based payment expense for the
Company’s share option scheme and share unit plans, net of amounts transferred to retained
earnings on exercise or cancellation of instruments under the Company's share option scheme and
share unit plans.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
143 Endeavour Mining plc Annual Report 2025
Merger reserve
The merger reserve contains the difference between the share capital of the Company and the net
assets of Endeavour Mining Corporation (“EMC”) when the reorganisation was completed in 2021.
EMC was subsequently merged with the Endeavour Gold Corporation on 29 December 2023. As at
the date when the shareholders of EMC, the previous parent of the Group, had transferred all of
their shares in EMC to Endeavour Mining plc in exchange for ordinary shares of equal value in
Endeavour Mining plc (the “Reorganisation”), and less amounts cancelled and transferred to
retained earnings on cancellation of the deferred shares.
8. FINANCIAL INSTRUMENTS AND RELATED RISKS
A. Financial assets and liabilities
The Group’s financial instruments are classified as follows:
Financial
instruments at
Financial fair value
assets/ through profit
liabilities at and loss
amortised cost (“FVTPL”)
Cash and cash equivalents
X
Trade and other receivables
X
Restricted cash
X
Marketable securities
X
Consideration receivable
X
Other financial assets (including net smelter royalties)
X
Trade and other payables
X
Other financial liabilities
X
Overdraft facility
X
Senior Notes
X
Embedded derivative on Senior Notes
X
Revolving credit facilities
X
Lafigué Term Loan
X
Ity local facility
X
Sabodala Massawa Term Loan
X
Derivative financial assets and liabilities
X
The fair value of these financial instruments approximates their carrying value, unless otherwise
noted below, except for the 2030 Senior Notes which have a fair value of approximately $517.1
million (31 December 2024: the 2026 Senior Notes $486.9 million) based on unadjusted quoted
prices.
As noted above, the Group has certain financial assets and liabilities that are held at fair value. The
fair value hierarchy establishes three levels to classify the inputs to valuation techniques to
measure fair value:
Classification of financial assets and liabilities:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs).
As at each of 31 December 2025 and 31 December 2024, the levels in the fair value hierarchy into
which the Group’s financial assets and liabilities measured and recognised in the consolidated
statement of financial position at fair value are categorised as follows:
31 DECEMBER 2025
Level 1 Level 2 Level 3 Aggregate
Note Input Input Input Fair Value
Assets:
Cash and cash equivalents
453.3
—
—
453.3
Restricted cash
14A
61.7
—
—
61.7
Marketable securities
14D
46.8
—
—
46.8
Derivative financial assets
14
—
3.2
—
3.2
Other financial assets
14
—
—
24.6
24.6
Total
561.8
3.2
24.6
589.6
31 DECEMBER 2024
Level 1 Level 2 Level 3 Aggregate
Note Input Input Input Fair Value
Assets:
Cash and cash equivalents
397.3
—
—
397.3
Restricted cash
14A
62.1
—
—
62.1
Marketable securities
14D
8.9
—
—
8.9
Other financial assets
14
—
—
30.5
30.5
Total
468.3
—
30.5
498.8
Liabilities:
Derivative financial instruments
18
—
(61.7)
—
(61.7)
Overdraft facility
(13.1)
—
—
(13.1)
Total
(13.1)
(61.7)
—
(74.8)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
144 Endeavour Mining plc Annual Report 2025
There were no transfers between level 1 and 2 during the period. The fair value of level 3 financial
assets were determined using Monte Carlo or discounted cash flow valuation models, taking into
account assumptions with respect to gold prices and discount rates as well as estimates with
respect to production and operating results at the disposed mines.
B. Loss on financial instruments - net
YEAR ENDED
31 December 31 December
Note 2025 2024
Gain on other financial instruments 0.9 0.2
Fair value loss on NSRs
14B
 (7.6) (9.1)
Realised gain on sale of financial assets
14
 — 3.0
Loss on foreign currency contracts
8D
 — (0.6)
Gain on marketable securities
14D
 18.4 0.7
Loss on revenue protection programme
8D
 (204.4) (112.9)
Gain/(loss) on early redemption feature on Senior Notes 1.8 (0.1)
Loss on foreign exchange (2.4) (23.9)
Total loss on financial instruments - net
(193.3)
 (142.7)
C. Financial instrument risk exposure
The Group’s activities expose it to a variety of risks that may include credit risk, liquidity risk,
currency risk, commodity price, interest rate risk and other price risks, including equity price risk.
The Group examines the various financial instrument risks to which it is exposed and assesses any
impact and likelihood of those risks.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for
the Group by failing to discharge its obligations. Credit risk arises from cash and cash equivalents,
restricted cash, trade and other receivables, long-term receivable and other assets.
The Group's exposure to credit risk arising from cash and cash equivalents is limited by depositing
most of the funds with banks and financial institutions that have favourable credit ratings assigned
by independent rating agencies, considering the regional circumstances. As at 31 December 2025,
55% (31 December 2024: 57%) of the Group's cash and cash equivalents were held at two
financial institutions with an industry equivalent credit rating of “A”. As at 31 December 2025, 99%
(31 December 2024: 88%) of the Group's cash and cash equivalents were held at four financial
institutions with an industry equivalent credit rating of “B-” or better.
The Group monitors the amounts outstanding from all its third parties regularly and has considered
an appropriate level of credit risk associated with these receivables taking into account the nature
of the amounts outstanding, the timing of payments and the ongoing engagement with those
debtors.
The Group closely monitors its financial assets (excluding cash and cash equivalents) to identify if a
significant concentration of credit risk lies with a single counterparty. Following the divestiture of
Wahgnion and Boungou operating assets the Lilium Mining Group was identified as having a
significant amount of risk associated with it, however this risk was removed and replaced with that
associated with the State of Burkina Faso as a result of signing the settlement agreement (note 5F).
At 31 December 2025, the Group's total exposure to the State of Burkina Faso in relation to this
transaction is $23.3 million comprising of $16.6 million NSR (note 14) and $6.7 million receivable
invoiced and accrued income from the NSR (note 10) (31 December 2024: $43.3 million,
comprising of $19.8 million consideration receivable (note 10) and $23.5 million NSR). Since
signing the settlement agreement the Group has received all of the cash consideration from the
State of Burkina Faso.
The Group also has an overdue receivable of $6.0 million and has reduced the NSR to nil (31
December 2024: $6.0 million and $4.1 million, respectively) from Néré, which acquired the Karma
mine in March 2022. $6.0 million (31 December 2024: $3.0 million) in expected credit losses
provisions have been recognised in relation to the outstanding receivable balance.
The Group mainly sells its gold to large international organisations with strong credit ratings and local
governments, and there is no history of customer defaults. As a result, the credit risk associated with
gold trade receivables at 31 December 2025 is considered to be negligible. The Group does not rely on
ratings issued by credit rating agencies in evaluating counterparties’ related credit risk.
The Group’s maximum exposure to credit risk is as follows:
31 December
31 December
2025
2024
Cash and cash equivalents 453.3 397.3
Trade and other receivables, excluding VAT receivables
10
 23.1 67.3
Other financial assets
14C
 8.0 2.9
Marketable securities - Government bonds
14D
 18.1 —
Net smelter royalties
14B
 16.6 27.6
Restricted cash
14A
 61.7 62.1
Total
580.8
 557.2
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
145 Endeavour Mining plc Annual Report 2025
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated
with its financial liabilities that are settled by delivering cash, physical gold or another financial
asset. The Group has a planning and budgeting process in place to help determine the funds
required to support the Group’s normal operating requirements. The Group ensures that it has
sufficient cash and cash equivalents and loan facilities available to meet its short-term obligations.
For details of undrawn loan facilities refer to note 9.
The following table summarises the Group’s undiscounted cash flows associated with liabilities,
including interest, that have contractual maturities as at 31 December 2025:
Within 1 year
1 to 2 years
2 to 4 years
Over 4 years
Total
Trade and other payables
470.3
—
—
—
 470.3
Lafigué term loan
47.8
44.6
31.5
—
 123.9
Senior Notes
35.0
35.0
70.0
517.5
 657.5
Lease liabilities
31.4
43.8
28.8
0.5
 104.5
Total
584.5
123.4
130.3
518.0
1,356.2
The following table summarises the Group’s liabilities, including interest, that have contractual
maturities as at 31 December 2024:
Within 1 year
1 to 2 years
2 to 4 years
Over 4 years
Total
Trade and other payables
462.5
—
—
—
 462.5
Overdraft facility
13.1
—
—
—
 13.1
Lafigué term loan
44.9
42.1
67.0
—
 154.0
Sabodala-Massawa term loan
12.8
—
—
—
 12.8
Revolving credit facility
1
33.9
32.9
531.1
—
 597.9
Senior Notes
25.0
525.0
—
—
 550.0
Lease liabilities
19.9
16.8
19.5
3.4
 59.6
Derivatives - gold collars and
forward contracts
61.7
—
—
—
 61.7
Total
673.8
616.8
617.6
3.4
1,911.6
1. The interest on the revolving credit facility has been included in this table based on the current balance, however the RCF can
be drawn down further or repaid, which would impact the interest payments in the periods above.
D. Market risks
Currency risk
Currency risk relates to the risk that the fair values or future cash flows of the Group’s financial
instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations
may affect the costs that the Group incurs in its operations.
During the year ended 31 December 2023, the Group entered into foreign currency contracts
(“foreign currency contracts”) to protect a portion of the forecasted capital expenditures at the
Lafigué and BIOX projects against foreign currency fluctuations. The foreign currency contracts were
not designated as a hedge by the Group and are recorded at fair value at the end of each reporting
period. During the year ended 31 December 2024, all outstanding foreign currency contracts
matured and were settled.
In the year ended 31 December 2024, the Group recognised a realised loss of $0.6 million on
foreign currency contracts. This is made up of a change in fair value loss of $0.9 million and a gain
of $0.3 million upon settlement of foreign currency contracts during the year. The Group has not
hedged any of its other exposure to foreign currency risks.
The table below highlights the cash and cash equivalents, restricted cash and government bonds of
the Group held in foreign currencies, presented in US dollars:
31 December
31 December
2025
2024
Canadian dollar 0.1 0.4
CFA francs 501.8 384.8
Euro 1.3 2.6
Other currencies 4.1 2.4
Total
1
 507.3 390.2
1. The prior year balance has been restated to include restricted cash balances.
The effect on earnings before taxes as at 31 December 2025 of a 10% appreciation or depreciation
in the foreign currencies against the US dollar on the above-mentioned financial assets of the Group
is estimated to be $50.7 million (31 December 2024: $39.0 million), if all other variables remained
constant. The calculation is based on the Group’s statement of financial position as at 31
December 2025.
Other currency risk exposures include VAT receivables included in Trade and Other Receivables
(note 10), the Lafigué term loan included within Debt (note 9), and certain payables components
included in Trade and Other payables (note 15). Although not defined as financial instruments both
income tax payables and deferred tax liabilities are non-USD based and exposes the Group to
foreign translation gains and losses. The Group notes a natural hedge given the balance between
foreign denominated assets and liabilities.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
146 Endeavour Mining plc Annual Report 2025
Commodity price risk
Commodity price risk relates to the risk that the fair values of the Group’s financial instruments will
fluctuate because of changes in commodity prices. Commodity price fluctuations may affect the
revenue that the Group generates in its operations as well as the costs incurred at its operations for
royalties based on the gold price. There has been no significant change in the Group’s objectives
and policies for managing this risk during the period ended 31 December 2025 and the Group had
a gold revenue protection programme in place to protect against commodity price variability in
periods of significant capital investment, as discussed below.
Revenue protection programme
As at 31 December 2025 As at 31 December 2024
Forward Forward Forward Forward
Gold Contracts Contracts Contracts - Contracts -
Collar - Normal
- LBMA
Total
Gold Collar Normal
LBMA
Total
Unrealised gain/
(loss)
—
—
—
 —
(42.4)
5.4
—
(37.0)
Realised loss
1
(182.4)
—
(22.0)
 (204.4)
(54.0)
(9.9)
(12.0)
(75.9)
Total
(182.4)
—
(22.0)
 (204.4)
(96.4)
(4.5)
(12.0)
(112.9)
1. The statement of cash flows notes net payments of $265.3 million. This is due to $266.1 million paid and expensed in the
year, payments of $8.9 million LBMA forward contracts receivable as at 31 December 2024 and $8.1 million gold collar
payable as at 31 December 2024 settled in 2025. This balance includes a reversal of the 31 December 2024 balance of
$61.7 million.
Gold collars
In the year ended 31 December 2023, the Group extended its collar strategy embedded in the
revenue protection programme by acquiring additional collars in Q1 and Q4. In January 2023, the
Group acquired a gold collar for 450,000 ounces with the written call options and bought put
options having a floor price of $1,800 and a ceiling price of $2,400 per ounce, respectively, to be
settled equally on a quarterly basis in 2024. In November 2023, the Group acquired a gold collar for
200,000 ounces with the written call options and bought put options having an average floor price
of $1,992 per ounce and a ceiling price of $2,400 per ounce respectively to be settled equally on a
quarterly basis in 2025. None of the collars were designated as a hedge by the Group and are
recorded at fair value at the end of each reporting period.
As at 31 December 2025, all collars for 2025 had been settled. As at 31 December 2024,
200,000 ounces were outstanding at an average floor and ceiling price of $1,992/oz and $2,400/
oz respectively, had a fair value liability of $61.7 million which is included in derivative financial
liabilities (note 18) and all of which were classified as current.
The Group recognised a realised loss of $182.4 million on the collar in the year ended 31
December 2025 (year ended 31 December 2024: $54.0 million). In year ended 31 December
2024, the Group also recognised an unrealised loss of $42.4 million due to a change in fair value
of the collar.
Forward contracts - Normal operations
During the year ended 31 December 2023, the Group entered into additional gold forward contracts
for 70,000 ounces at an average gold price of $2,032 per ounce to be settled equally in the first
two quarters of 2024.
During the three months ended 30 June 2024, and concurrent with the Gold Prepayment
Transactions (note 16), the Group entered into a financial swap agreement for gold ounces whereby
the Group will pay $2,408 per ounce in exchange for receiving the spot price for 21,999 ounces,
due in December 2024. These contracts were entered into to mitigate the Group’s exposure to gold
price associated with the delivery of ounces under the fixed Gold Prepayment Transactions.
None of the forwards were designated as a hedge by the Group and were recorded at fair value at
the end of each reporting period.
In the year ended 31 December 2024, forward contracts entered into in 2023 for 70,000 ounces
were settled at a realised loss of $15.0 million (year ended 31 December 2023 forward contracts
for 120,000 ounces were settled for a realised loss of $27.1 million). During December 2024 the
forward contracts for 21,999 ounces at $2,408 per ounce, were settled at a realised gain of $5.0
million. As at the end of 31 December 2024, all of the forward contracts entered into had been
settled. The Group recognised an unrealised gain of $5.4 million in the year ended 31 December
2024.
Forward contracts - LBMA
During the year ended 31 December 2023, the Group employed an inter-quarter LBMA averaging
arrangement, which serves to align realised gold prices during the quarter with the LBMA average for
the respective quarter. The Group opted not to use the LBMA averaging arrangement subsequent to
31 March 2025. In the year ended 31 December 2025 the Group realised a loss of $22.0 million
(year ended 31 December 2024: loss of $12.0 million).
Interest rate risk
Interest rate risk is the risk that future cash flows from, or the fair values of, the Group’s financial
instruments will fluctuate because of changes in market interest rates. The Group is exposed to
interest rate risk primarily on its long-term debt and in particular cash flow interest rate risk, linked
to the nature of the revolving credit facility. Since marketable securities and government treasury
securities held as loans are short term in nature and are usually held to maturity, there is minimal
fair value sensitivity to changes in interest rates. The Group continually monitors its exposure to
interest rates and is comfortable with its exposure given the relatively low short-term US interest
rates and Secured Overnight Financing Rate (“SOFR”).
Other market price risks
The Group holds marketable securities in other companies as part of its wider capital risk
management policy. The marketable securities balance at 31 December 2025 was $46.8 million.
The balance is made up of Burkina Faso Government bonds with a fair value of $18.1 million (note
14) and other investments, with the majority of this balance being shares in Turaco Gold Limited,
arising from the disposal of our interest in the Afema project, with a fair value of $26.1 million at 31
December 2025 (31 December 2024: $7.5 million). During the year ended 31 December 2024, the
Group sold all of its Allied shareholding for $33.5 million and its Montage Gold Corp. shareholding
for $4.8 million, being the fair value of the shares at the time of disposal.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
147 Endeavour Mining plc Annual Report 2025
9. DEBT
31 December 31 December
2025 2024
2026
Senior Notes (A)
—
500.4
2030
Senior Notes (B)
489.8
—
Revolving credit facilities (C)
—
470.0
Lafigué term loan (D)
112.2
134.9
Sabodala-Massawa term loan (E)
—
12.6
Interest accrual
0.8
1.4
Deferred financing costs
(5.9)
(8.1)
Total debt
596.9
1,111.2
Less: Non-current portion of debt
(554.5)
(1,060.0)
Current portion of debt
1
42.4
51.2
1. The current portion of debt at 31 December 2025 is comprised of accrued commitment fee on revolving credit facilities of
$0.8 million and amounts due within the next twelve months on the Lafigué term loan of $41.6 million (at 31 December 2024
comprised of accrued interest on revolving credit facilities of $1.3 million and amounts due on the Lafigué term loan within
the next twelve months of $37.3 million and the Sabodala-Massawa term loan of $12.6 million).
The Group incurred the following finance costs in the year:
YEAR ENDED
31 December 31 December
2025 2024
Interest expense 78.9 92.4
Interest income (6.5) (3.8)
Accretion expense 6.0 8.5
Amortisation of deferred facility fees 2.4 5.8
Commitment, structuring and other fees 21.1 14.3
Less: Capitalised borrowing costs — (6.0)
Total finance costs - net 101.9 111.2
A. 2026 Senior Notes
On 14 October 2021, the Company completed an offering of $500.0 million fixed rate senior notes
(“Senior Notes”) due in 2026, with the Senior Notes bearing interest at a coupon rate of 5% per
annum payable semi-annually in arrears on 14 April and 14 October each year. As part of the
Group's refinancing strategy (see 2030 Senior Notes below), these Senior Notes were fully
repurchased and cancelled. On 29 May 2025, $464.1 million aggregate principal amount of the
2026 Senior Notes were validly tendered and were accepted for purchase by the Group.
Consequently, a payment of $467.1 million was made in respect of the aggregate principal amount
($464.1 million) and accrued interest ($3.0 million). Since more than 90% of the 2026 Senior
Notes were validly tendered and were accepted for purchase, the Group had the right to repurchase
all of the 2026 Senior Notes that remained outstanding. Consequently, a payment of $36.3 million
was made in respect of the remaining aggregate principal amount ($35.9 million) and accrued
interest ($0.4 million). As a result this, the associated liability of the 2026 Senior Notes as at 31
December 2025 was nil.
In total, the Group recognised interest expense of $15.4 million during the year ended 31 December
2025 in respect of 2026 Senior Notes, after accounting for the unwinding of discount due to early
redemption.
31 December 31 December
2025 2024
Liability component at beginning of the year 500.4 497.6
Interest expense in the year 15.4 27.8
Less: interest and principal payments in the period (515.8) (25.0)
Liability component at the end of the year — 500.4
B. 2030 Senior Notes
On 29 May 2025, the Company completed an offering of $500.0 million fixed rate senior notes
(“Senior Notes”) due in 2030. The Senior Notes are listed on the Global Exchange Market (“GEM”)
of Euronext Dublin. The proceeds of the Offering, together with cash on hand, were used to
purchase all of the Company’s outstanding 5% 2026 Senior Notes, as well as pay the fees and
expenses in relation to the Offering and the Tender Offer.
The 2030 Senior Notes bear interest at a coupon rate of 7% per annum payable semi-annually in
arrears on 28 May and 28 November each year. The Senior Notes mature on 28 May 2030, unless
redeemed earlier or repurchased in accordance with the terms of the Senior Notes.
The key terms of the Senior Notes include:
• Principal amount of $500.0 million.
• Coupon rate of 7% payable on a semi-annual basis.
• The term of the Senior Notes is five years, maturing in May 2030.
• The Senior Notes are reimbursable through the payment of cash.
The Company measures the Senior Notes at amortised cost, accreting to maturity over the term of
the Senior Notes. The early redemption feature on the Senior Notes is an embedded derivative and
is accounted for as a financial instrument measured at fair value through profit or loss, with
changes in fair value at each subsequent reporting period being recognised in the Statement of
Earnings/(Loss) (note 8). The early redemption feature on the Senior Notes includes an optional
redemption from May 2027 through to maturity at a redemption price ranging from 103.5% to 100%
of the principal. Prior to May 2027, the Company can redeem up to 40% of the Senior Notes from
proceeds of an equity offering at a redemption price of 107% of the principal plus any accrued and
unpaid interest. The fair value of the prepayment feature has been calculated using a valuation
model taking into account the market value of the debt, interest rate volatility, risk-free interest
rates, and the credit spread. The fair value of the embedded derivative at 31 December 2025 was
$3.2 million (as at 31 December 2024 the fair value of the embedded derivative on the 2026
Senior Notes was $0.1 million).
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
148 Endeavour Mining plc Annual Report 2025
Covenants on the Senior Notes include certain restrictions on indebtedness, restricted payments,
liens, or distributions from certain companies in the Group. In addition, should the rating of the
Senior Notes be downgraded as a result of a change of control (defined as the sale or transfer of
50% or more of the common shares or the transfer of all or substantially all the assets of the
Group), the Group is obligated to repurchase the Senior Notes at an equivalent price of 101% of the
principal amount plus the accrued interest to repurchase date, if requested to do so by any creditor.
The liability component of the 2030 Senior Notes has an effective interest rate of 7.87% and was
as follows:
31 December 31 December
2025 2024
Opening liability component 485.1 —
Interest accrued 22.2 —
Less: interest payments in the period (17.5) —
Liability component at the end of the period
489.8
 —
C. Revolving credit facilities
On 5 November 2024, the Group entered into a new $700.0 million sustainability-linked revolving
credit facility agreement (the “RCF”) with a syndicate of international banks.
The key terms of the RCF include:
– Principal amount of $700.0 million.
– The Accordion facility allows Endeavour to request an additional $150m (totalling $850m), on
substantially the same terms as the existing RCF.
– Interest accrues on a sliding scale of between USD SOFR plus 2.40% to 3.40% based on the
leverage ratio.
– Commitment fees for the undrawn portion of the RCF of 35% of the applicable margin which is
based on leverage (0.84% based on currently available margin).
– The RCF matures in October 2028, with the potential for a 1-year extension.
– The principal outstanding on the RCF is repayable as a single bullet payment on the maturity date.
– Sustainability-linked RCF integrates the core elements of Endeavour’s sustainability strategy into
its financing strategy, specifically climate change, biodiversity and malaria, with clear
sustainability-linked performance metrics that will be measured on an annual basis and reviewed
by an independent external verifier.
– Banking syndicate includes Citibank, Bank of Montreal, HSBC Bank, ING Bank, Macquarie Bank,
Nedbank, Standard Bank of South Africa, and Standard Chartered Bank.
Covenants on the RCF include:
– Interest cover ratio as measured by ratio of EBITDA to finance cost for the trailing twelve months
to the end of a quarter shall not be less than 3.0:1.0.
– Leverage as measured by the ratio of net debt to trailing twelve months EBITDA at the end of
each quarter must not exceed 3.5:1.0.
In the year ended 31 December 2025, $370.0 million was drawn down and $840.0 million repaid,
with nil outstanding at the end of the period. The RCF was repaid as of 31 December 2025 and
thus fully undrawn. There was no breach of covenants as of 31 December 2025.
For the year ended 31 December 2025,the Group incurred a total interest expense of $26.5 million
on the RCF (including unwinding of deferred financing costs of $1.8 million and commitment fees of
$3.4 million). $25.4 million was paid during the period, with a closing interest and commitment fee
accrual position of $0.8 million.
D. Lafigué term loan
On 28 July 2023, the Group entered into a $167.1 million syndicated term loan (“term loan”)
denominated in CFA with local banking partners within the West African Economic Zone (“UEMOA”)
to support the development of the Lafigué project. The term loan bears interest at a fixed rate of
7.0% per annum, payable quarterly, while the principal amortises in sixteen equal quarterly
payments, with the first amortisation taking place on the 28 October 2024. There are no additional
covenants associated with the term loan. The local entity, Société des Mines de Lafigué, is the
borrower on the facility, which is guaranteed by Endeavour Mining plc.
31 December 31 December
2025 2024
Liability at beginning of the year 134.9 111.3
Drawdowns — 40.1
Principal repayments (38.8) (9.3)
Interest paid (10.2) (10.9)
Interest accrued 9.9 10.9
Foreign exchange loss/(gain) 16.4 (7.2)
Liability at the end of the period
112.2
 134.9
E. Sabodala-Massawa term loan
During the year ended 31 December 2024, the Group entered into a $13.1 million loan
denominated in CFA, which was fully drawn down. The term loan bore interest at a fixed rate of
7.25% per annum, payable monthly. The loan was fully repaid during the three months ended 31
March 2025, representing a cash outflow of $12.6 million which is included in cash flows from
financing activities.
During the year ended 31 December 2025, the Group entered into a separate $19.4 million term
loan denominated in CFA, which was fully drawn down. The term loan bears interest at a fixed rate
of 6.5% per annum, payable monthly. The loan was fully repaid during the period which is included in
cash flows from financing activities.
F. Other local facilities
The Group utilises short-term working capital facilities. During the year ended 31 December 2025,
the Group entered into the following facilities, denominated in CFA, which were fully drawn and
repaid during the period and include in the cash flows used in financing activities.
– Ity - $59.7 million facility
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
149 Endeavour Mining plc Annual Report 2025
– Mana - $14.3 million facility
– Houndé - $46.8 million facility
10. TRADE AND OTHER RECEIVABLES
31 December 31 December
2025 2024
VAT receivables (C) 209.7 119.6
Receivables for gold sales 2.6 25.3
Other receivables (A) 20.5 18.5
Consideration receivable (B) — 23.5
Total trade and other receivables
232.8
 186.9
Less: Non-current receivables (A, C) (51.5) (36.3)
Current portion of trade and other receivables
181.3
 150.6
A. Other receivables
Other receivables at 31 December 2025 includes $5.1 million accrued income from Wahgnion net
smelter royalties (31 December 2024: $3.6 million); $1.6 million invoiced income from Wahgnion
net smelter royalties (31 December 2024: nil) which are included in the non-current balance (31
December 2024: included in current). The current portion is made up of other corporate receivables
of $8.3 million and other mine site receivables of $5.5 million (31 December 2024: $5.3 million).
These amounts are net of an expected credit loss of $0.6 million (year ended 31 December 2024:
nil). Other receivables at 31 December 2024 also included a receivable of $8.9 million related to
the realised gain on the LBMA averaging arrangement; CEO clawback receivables of $0.6 million;
and $0.1 million receivable related to Single Mine Origin (“SMO”) gold sales. All these amounts are
non-interest bearing and are expected to be settled in the next 12 months.
B. Consideration receivable
Consideration receivable as at 31 December 2025 is nil and comprises cash consideration
receivable from Néré related to the sale of the Karma mine (31 December 2024: $3.0 million), with
the movement during the period due to an increase of $3.0 million to the expected credit loss
provision attached to this balance. This amount is non-interest bearing and is expected to be settled
in the next 12 months. During the year ended 31 December 2025, the Group received payment of
the deferred cash consideration of $0.7 million in relation to the sale of Afema to Turaco Gold
Limited and the final cash consideration of $20.0 million from the State of Burkina Faso related to
the settlement agreement with Lilium.
C. VAT receivables
VAT receivables relates to net VAT amounts paid to vendors for goods and services purchased in
Côte d’Ivoire, Burkina Faso and Senegal. Refer to the table below for a breakdown.
Burkina Côte
Faso
Senegal
d'Ivoire
Other
1
Total
As at 1 January 2024
43.6
51.4
—
6.8
101.8
Foreign exchange revaluation
(7.9)
(1.7)
(0.6)
0.4
(9.8)
VAT claims submitted and accrued
72.8
62.7
12.6
3.8
151.9
Written down
(10.0)
(0.1)
—
—
(10.1)
Credit loss provision
(14.3)
—
—
—
(14.3)
Sold and refunded
(7.3)
(85.9)
—
(6.7)
(99.9)
As at 31 December 2024
76.9
26.4
12.0
4.3
119.6
Foreign exchange revaluation
12.3
2.0
2.1
0.5
16.9
VAT claims submitted and accrued
92.0
52.8
47.2
2.3
194.3
Written down
(10.2)
(0.1)
(0.2)
—
(10.5)
Sold and refunded
—
(48.9)
(8.3)
(1.9)
(59.1)
Credit loss provision
(9.8)
—
—
—
(9.8)
Burkina Faso settlement
(23.4)
—
—
—
(23.4)
Government bond purchase
(18.3)
—
—
—
(18.3)
As at 31 December 2025
119.5
32.2
52.8
5.2
209.7
Current/Non-current split
As at 31 December 2024
Current
40.6
26.4
12.0
2.7
81.7
Non-current
36.3
—
—
1.6
37.9
As at 31 December 2025
Current
78.7
32.2
52.8
1.3
165.0
Non-current
40.8
—
—
3.9
44.7
1. Exploration, the Kalana Project, and Corporate are aggregated and presented together as part of the “other”.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
150 Endeavour Mining plc Annual Report 2025
In the year ended 31 December 2025, the Group collected $59.1 million of outstanding VAT
receivables (in the year ended 31 December 2024: $99.9 million), through the sale of its VAT
receivables to third parties or reimbursement from the tax authorities and impaired $10.5 million for
VAT amounts determined to not be recoverable (31 December 2024: $10.1 million). During the
three months ended 30 September 2025, the Group and the Government of Burkina Faso entered
into a one-off agreement that allowed the Group's additional dividend payable to be offset against a
reciprocal amount of VAT owed to the Group by the government. $23.4 million was offset (see note
20).
During the year ended 31 December 2025, the Group entered into an agreement with the Burkina
Faso Ministry of Finance to purchase Burkina Faso Government bonds in exchange for VAT refunds.
VAT refunds received at Houndé and Mana amounted to $7.3 million and $11.0 million respectively.
Refer to note 14D for more details on government bonds included in marketable securities.
A credit loss provision of $9.8 million (31 December 2024: $14.3 million), reflecting the risk
associated to the recoverability of the balances due from the State of Burkina Faso, was also
recognised in the period (note 5F). The underlying VAT receivable balance is denominated in CFA
and therefore, as CFA has strengthened versus the US dollar since the start of the year, the
translated balance has increased ($16.9 million increase on the opening balance due to the change
in foreign currency rate).
Where VAT balances are not expected to be collected in the next twelve months, these have been
classified as non-current receivables.
11. INVENTORIES
31 December 31 December
2025 2024
Doré bars 12.7 19.9
Gold in circuit 42.9 24.1
Refined gold — 0.6
Ore stockpiles 616.9 498.1
Spare parts and supplies 146.6 113.4
Total inventories
819.1
656.1
Less: Non-current stockpiles (388.5) (316.9)
Current portion of inventories
430.6
339.2
As at 31 December 2025 no provision was recognised to adjust inventory to its net realisable value
(31 December 2024: $2.9 million).
The net inventory movement included in operating expenses for the year ended 31 December 2025
was a credit of $114.6 million (31 December 2024: credit of $60.0 million).
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
151 Endeavour Mining plc Annual Report 2025
12. MINING INTERESTS
MINING INTERESTS
Operating mine - mining Exploration and evaluation and Property,
Note interests development projects
plant and equipment
Assets under construction
Total
Cost
As at 1 January 2024
1
3,206.0
714.2
1,488.7
530.8
 5,939.7
Additions
182.9
49.5
111.9
331.9
 676.2
Transfers
198.2
(55.2)
609.2
(752.2)
 —
Change in estimate of environmental rehabilitation provision
19
0.7
(0.7)
—
—
 —
Disposals and other
2
—
(3.1)
(4.4)
—
 (7.5)
As at 31 December 2024
3,587.8
704.7
2,205.4
110.5
6,608.4
Additions
263.0
56.1
168.7
118.6
 606.4
Transfers
26.5
(6.9)
108.0
(127.6)
 —
Change in estimate of environmental rehabilitation provision
19
24.7
0.2
—
—
 24.9
Disposals and other
2
—
—
(50.4)
—
 (50.4)
As at 31 December 2025
3,902.0
754.1
2,431.7
101.5
7,189.3
Accumulated Depreciation
As at 1 January 2024
1,015.4
149.3
617.9
—
 1,782.6
Depreciation/depletion
436.4
—
212.7
—
 649.1
Impairment
3
6
—
199.5
—
—
 199.5
Disposals and other
2
—
—
(3.6)
—
 (3.6)
As at 31 December 2024
1,451.8
348.8
827.0
—
2,627.6
Depreciation/depletion
389.6
2.1
258.5
—
 650.2
Impairment
3
6
1.5
191.9
—
—
 193.4
Disposals and other
2
—
—
(25.6)
—
 (25.6)
As at 31 December 2025
1,842.9
542.8
1,059.9
—
3,445.6
Carrying amounts
As at 1 January 2024
2,190.6
564.9
870.8
530.8
 4,157.1
As at 31 December 2024
2,136.0
355.9
1,378.4
110.5
 3,980.8
As at 31 December 2025
2,059.1
211.3
1,371.8
101.5
3,743.7
1. The presentation of the mining interest note has been updated to reflect the current classifications used by management. This change aims to better align with the presentation used by the Group’s peers and to correct the allocation of certain mining interests
previously presented as Non-depletable to Depletable and Property, plant and equipment, along with their associated depreciation. As part of the re-presentation, Depletable mining interests are now Operating mine mining interests. Non-depletable mining interests
are now Exploration and evaluation and development projects. To reflect this change in presentation, the classification of the brought forward cost value as at 1 January 2024 has been updated, with the opening cost of Exploration and evaluation and development
projects decreasing by $242.6 million, Property, plant and equipment increasing by $21.2 million, and Operating mine mining interests increasing by $221.4 million. The change had no effect on the total carrying value of the mining interest presented in the
consolidated statement of financial position, and it had no effect on the consolidated statement of comprehensive earnings/(loss) or retained profits.
2. Disposals and other for the year ended 31 December 2025 relate to the disposal of mining equipment and the IFRS 16 lease modification relating to the contract for the existing underground mining contractor at Mana and termination of leases. Disposals for the
year ended 31 December 2024 relate to the disposal of mining equipment and the sale of an exploration asset.
3. Bouéré-Dohoun mining permit was relinquished (note 6) in the year ended 31 December 2025, an impairment charge of $1.5 million was recognised. Certain exploration and evaluation assets were impaired to their recoverable amount resulting in an impairment
charge of $191.9 million (31 December 2024: $199.5 million). See note 6 for details.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
152 Endeavour Mining plc Annual Report 2025
The Group's right-of-use assets consist of buildings, plant and equipment and its various segments
which are right-of-use assets under IFRS 16 – Leases. These have been included within the property,
plant and equipment category above.
Plant and
equipment
Buildings
Total
As at 1 January 2024
33.0
12.9
 45.9
Additions
28.3
0.9
 29.2
Depreciation for the year
(21.8)
—
 (21.8)
As at 31 December 2024
39.5
13.8
 53.3
Additions - Mana underground contractor
66.1
—
 66.1
Additions - Other
16.2
—
 16.2
Depreciation for the year
(27.1)
(1.4)
 (28.5)
Disposals and lease modifications
(19.1)
(0.4)
 (19.5)
As at 31 December 2025
75.6
12.0
87.6
13. GOODWILL
The Group has recognised goodwill on the acquisition of SEMAFO Inc (“SEMAFO”) and Teranga as a
result of the recognition of the deferred tax liability for the difference between the assigned fair
values and the tax bases of the assets acquired and the liabilities assumed. The Group allocated
goodwill for impairment testing purposes to two individual CGUs - Mana and Sabodala-Massawa.
The carrying amount of goodwill has been allocated to CGUs as follows:
Sabodala-
Mana Massawa Total
Carrying Amount
At 1 January 2024
39.6
94.8
 134.4
Impairment losses for the year
—
—
 —
At 31 December 2024
39.6
94.8
134.4
Impairment losses for the year
—
—
 —
At 31 December 2025
39.6
94.8
134.4
Further details of the goodwill impairment testing is included in note 6.
14. OTHER FINANCIAL ASSETS
Other financial assets are comprised of:
31 December 31 December
2025 2024
Restricted cash (A) 61.7 62.1
Net smelter royalties (B) 16.6 27.6
Derivative financial assets 3.2 —
Marketable securities (D) 46.8 8.9
Other financial assets (C) 8.0 2.9
Total other financial assets
136.3
 101.5
Less: Non-current other financial assets (89.4) (80.2)
Current portion of other financial assets
46.9
 21.3
A. Restricted cash
Restricted cash primarily includes balances held as security to cover estimated rehabilitation
provisions as required by local governments and also includes balances held in relation to ongoing
tax and legal appeals. In January 2024, Société des Mines d'Ity, a subsidiary of the Group, received
a written summons for the pre-emptive seizure of approximately $15.2 million as security for a land
compensation claim brought by a local family which was contested in court. The Group’s challenge
of this claim was successful and in February 2025 the restriction on the cash was released. These
amounts are not available for use for general corporate purposes and are reflected as non-current.
B. Net smelter royalties
The balance at 31 December 2025 consists of the fair value of NSR receivable from the State of
Burkina Faso as part of the settlement agreement between the Group and Lilium for the value of
$22.0 million and the fair value of the NSR receivable from Néré for the sale of the Karma mine of
$10.0 million, revalued at $16.6 million and nil, respectively.
The balance at 31 December 2024 consists of the fair value of NSR receivable from the State of
Burkina Faso as part of the settlement agreement between the Group and Lilium for the value of
$22.0 million (note 5F) and the fair value of the NSR receivable from Néré for the sale of the Karma
mine of $10.0 million, revalued at $23.5 million and $4.1 million, respectively.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
153 Endeavour Mining plc Annual Report 2025
Note
Karma
Boungou
Wahgnion
1
Total
As at 1 January 2024
6.6
27.0
22.3
 55.9
Remeasurement recognised in profit or loss
(2.5)
(6.0)
5.9
 (2.6)
Impairment on derecognition
5F
—
(21.0)
(23.2)
 (44.2)
Recognised on settlement agreement
5F
—
—
22.0
 22.0
Transfer to trade and other receivables
—
—
(3.5)
 (3.5)
As at 31 December 2024
4.1
—
23.5
 27.6
Remeasurement recognised in profit or loss
(4.1)
—
(3.5)
 (7.6)
Transfer to trade and other receivables
—
—
(3.4)
 (3.4)
As at 31 December 2025
—
—
16.6
16.6
1. The fair value of the NSR receivables were determined using the following assumptions: an average gold price of $3,951/oz,
life of mine production limited to proven and probable reserves, except for Karma which is based on probability-weighted
resources, (197koz for Wahgnion), cost of transport, refining and government royalties, and a discount rate of between 12%
and 14.5%.
C. Other financial assets
Other financial assets at 31 December 2025 included $7.2 million related to the Group's
investment in Koulou Gold Corp., a private mineral exploration company. During the three months
ended 31 March 2025, the Group exercised warrants to purchase $1.9 million worth of shares, and
during the three months ended 30 June 2025 the Group exercised a rights issue to purchase $2.3
million worth of shares. This was in addition to shares purchased during 2024 that have a fair value
as at 31 December 2025 of $3.0 million (31 December 2024: $2.0 million). The Group has
classified the shares of Koulou Gold Corp. as a non-current financial asset.
D. Marketable securities
The marketable securities balance is mainly made up of $18.1 million of Burkina Faso government
bonds (31 December 2024: nil) and shares in Turaco Gold Limited with a fair value of $26.1 million
at 31 December 2025 (31 December 2024: $7.5 million). The remaining balance is made up of
smaller investments in other listed companies.
During the year ended 31 December 2025, the Group entered into an agreement with the Burkina
Faso Ministry of Finance to purchase Burkina Faso Government bonds in exchange for VAT refunds.
Government bonds of $18.5 million were recognised at fair value through profit or loss (“FVTPL”) at
their quoted market price at the acquisition date. All incremental transaction costs, including
feasibility, structuring, arranging, and post-issuance fees, were recognised in the consolidated
statement of comprehensive earnings/(loss). Subsequent to acquisition, the government bonds
decreased in value by $0.4 million. Refer to note 10 for more information on the VAT refunds
received at Houndé and Mana.
15. TRADE AND OTHER PAYABLES
31 December 31 December
2025 2024
Trade accounts payable 289.2 330.0
Royalties payable 110.5 69.1
Payroll and social payables 50.7 47.5
Other payables 19.9 15.9
Total trade and other payables
470.3
 462.5
16. DEFERRED REVENUE
Gold Gold
Prepayment Prepayment
Transactions - Transactions -
Fixed Floating Total
As at 1 January 2024
—
—
 —
Prepayments received
50.0
100.0
 150.0
Deferred revenue recognised upon delivery
(50.0)
(100.0)
 (150.0)
As at 31 December 2024
—
—
—
Gold prepayment transactions
During the three months ended 30 June 2024, the Group entered into two separate Gold
Prepayment Transactions for $150.0 million in exchange for the delivery of 75,875 ounces in
December 2024. These transactions were accounted for as contracts with customers under IFRS
15, rather than as a financial instrument under IFRS 9, based on the fact that while gold is a
commodity that is readily convertible to cash, the Group was able to satisfy the required gold
deliveries using its own gold production and thereby meeting the criteria of being held for the
purpose of delivery of the non-financial item in accordance with the Group’s expected sale
requirements. The gold deliveries could be settled by production from any of the Group’s operating
mines.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
154 Endeavour Mining plc Annual Report 2025
The $100.0 million agreement with Bank of Montreal (“BMO”) was based on a floating arrangement
for the delivery of 53,876 ounces in reference to prevailing spot price for the settlement of $105.1
million, inclusive of the financing costs. The ounces were delivered in four equal deliveries of
13,469 ounces between 12 and 30 December 2024 and the revenue from the prepayment was
recognised in four equal parts on delivery of the gold within gold revenue (note 5A). The value of the
ounces above the contracted $105.1 million reimbursement at the time of delivery was returned to
Endeavour as cash, totalling $37.1 million.
The $50.0 million agreement, excluding financing fees of $3.0 million, with ING Bank N.V. (“ING”)
was based on a fixed arrangement for the single delivery of 21,999 ounces at $2,397 per ounce on
19 December 2024. The fixed price feature on this transaction was not considered to classify as an
embedded derivative due to the treatment of the ING contract as a commodity contract, with a fixed
delivery schedule. The ounces were delivered on 19 December 2024 and the revenue from the
prepayment was recognised on delivery of the gold within gold revenue (note 5A).
Concurrent with execution of the ING Gold Prepayment Transaction, the Group entered into a
financial swap agreement with a separate counterparty for the same number of ounces to mitigate
the Group’s exposure to gold price associated with the delivery of ounces under the fixed Gold
Prepayment Transaction. The financial swaps were accounted for as derivatives measured at fair
value at the end of each reporting period with changes in fair value recognised in loss/gain on
financial instruments (note 8).
17. LEASE LIABILITIES
Leases relate principally to corporate offices, light vehicles and mining fleet at the various mine
sites. Leases for corporate offices typically range from three to ten years. The lease liabilities
included in the consolidated statement of financial position are as follows:
31 December 31 December
2025 2024
Lease liabilities 88.8 50.0
Less: non-current lease liabilities (63.8) (31.8)
Current lease liabilities
25.0
 18.2
Amounts recognised in the consolidated statement of comprehensive loss are as follows:
YEAR ENDED
31 December 31 December
2025 2024
Depreciation on right-of-use assets 28.5 26.8
Interest on lease liabilities 5.7 3.1
Recognised in net earnings/(loss) 34.2 29.9
In the consolidated statement of cash flows for the year ended 31 December 2025, the total
amount of cash paid in respect of leases recognised on the consolidated balance sheet are split
between repayments of principal of $26.9 million (2024: $20.1 million) and repayments of interest
of $5.7 million (2024: $3.2 million), all presented within cash flows from financing activities (note
21E).
18. OTHER FINANCIAL LIABILITIES
31 December 31 December
Note 2025 2024
DSU liabilities
7
 5.8 1.7
PSU liabilities (A)
7
 6.3 1.5
Repurchased shares (A) — 0.1
Derivative financial liabilities
8
 — 61.7
Other long-term liabilities 29.1 25.9
Total other financial liabilities
41.2
 90.9
Less: Non-current other financial liabilities (32.2) (27.8)
Current portion of other financial liabilities
9.0
 63.1
A. PSU liabilities and repurchased shares
Employee Benefit Trust (“EBT”) shares
Prior to the Company listing on the LSE, the Group established the EBT in connection with the
Group’s employee share incentive plans, which may hold the Company's own shares in trust to
settle future employee share incentive obligations. During the year ended 31 December 2021, the
EBT acquired 0.6 million outstanding common shares from certain employees of the Group which
remain held in the EBT at 31 December 2025.
EGC tracker shares
Upon vesting of PSUs, certain employees convert the vested PSU awards into EGC tracker shares,
whereby upon exercise, a subsidiary of the Company is obligated to pay the employees cash for the
fair value of the underlying shares of the Company (“EGC tracker shares”) at the date of exercise.
The fair value of EGC tracker shares was nil at 31 December 2025 (31 December 2024: $0.1
million) and is included in current other financial liabilities with changes in the fair value of the
underlying shares recognised in earnings in the period.
During the year ended 31 December 2025, a payment of $1.7 million was made in relation to the
settlement of these shares (year ended 31 December 2024: $1.1 million).
PSU liabilities
PSU liabilities are recognised at fair value at 31 December 2025, with $6.3 million included in
current other financial liabilities (31 December 2024: $1.4 million) as they are expected to be
settled in the next twelve months. As at 31 December 2024, $0.1 million was classified as non-
current other liabilities.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
155 Endeavour Mining plc Annual Report 2025
19. ENVIRONMENTAL REHABILITATION PROVISION
31 December
31 December
Note 2025
2024
As at 1 January 119.5 115.1
Revisions in estimates and obligations incurred 24.9 —
Accretion expense
9
 5.5 4.4
Rehabilitation work performed (2.0) —
Balance as of 31 December
147.9
 119.5
The Group recognises environmental rehabilitation provisions for all its operating mines.
Rehabilitation activities include backfilling, soil-shaping, re-vegetation, water treatment, plant and
building decommissioning, administration, closure and monitoring activities. The majority of
rehabilitation expenses are expected to occur between 2026 and 2061. The provisions of each
mine are accreted to the undiscounted cash flows over the projected life of each mine.
The Group measures the provision at the expected value of future cash flows including inflation
rates of approximately 2.24% (31 December 2024: 2.06%), discounted to the present value using
average discount rates of 4.18% (31 December 2024: 4.58%). Future cash flows are estimated
based on estimates of rehabilitation costs and current disturbance levels. The undiscounted real
cash flow related to the environmental rehabilitation obligation as of 31 December 2025 was
$180.4 million (31 December 2024: $160.5 million).
Regulatory authorities in certain countries require security to be provided to cover the estimated
rehabilitation provisions. Total restricted cash held for this purpose as at 31 December 2025 was
$49.0 million (31 December 2024: $37.2 million).
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
156 Endeavour Mining plc Annual Report 2025
20. NON-CONTROLLING INTERESTS
The composition of the non-controlling interests (“NCI”) is as follows:
Sabodala-
Ity Mine Houndé Mine Mana Mine Massawa Mine Lafigué Mine Total (all
(15%)
1
 (15%) (15%) (10%)
(20%)
Other
2
operations)
As at 1 January 2024
45.6
36.8
27.3
206.0
—
7.1
 322.8
Net earnings/(loss)
31.8
19.4
(0.9)
(1.8)
11.1
(0.3)
 59.3
Dividend distribution
(53.1)
(23.1)
(3.0)
(15.5)
—
—
 (94.7)
As at 31 December 2024
24.3
33.1
23.4
188.7
11.1
6.8
 287.4
Change in ownership interests in subsidiaries
—
14.8
13.2
—
—
—
 28.0
Net earnings
63.6
51.7
18.4
29.4
46.8
—
 209.9
Dividend distribution
(44.3)
(54.4)
(18.0)
(25.3)
—
—
 (142.0)
As at 31 December 2025
43.6
45.2
37.0
192.8
57.9
6.8
383.3
1. Ity CGU include the mining licenses for Ity (15%), Daapleu (15%) and Floleu (10%). The respective group Holdings are included in note 23.
2. Exploration, Corporate and Kalana segments are included in the “other” category.
During the three months ended 30 June 2025, the State of Burkina Faso increased their interest in our operating companies from 10% to 15%, in line with the 2024 Mining Code. Given this was a
transaction that resulted in changes in ownership but with no changes in control, it was accounted for as transactions with equity holders in their capacity as equity holders. As a result, no gain or loss was
recognised in profit or loss, and instead it was recognised purely in equity as a transfer between retained earnings and NCI. No other adjustments to equity took place given no consideration was exchanged
in relation to the transfer of shares.
Dividends to minority shareholders for continuing operations for the year ended 31 December 2025 amounted to $142.0 million (year ended 31 December 2024: $94.7 million) of which nil is outstanding
within trade and other payables (31 December 2024: nil). The cash outflow relating to dividends paid to minority shareholders for continuing operations for the year ended 31 December 2025 amounted to
$119.1 million (year ended 31 December 2024: $123.5 million).
During the three months ended 30 September 2025, the Government of Burkina Faso entered into an one-off agreement that allowed the Group's additional dividend payable, a result of the State's increase
in their interest in Mana and Houndé (see above), to be offset against a reciprocal amount of VAT owed to the Group by the government. As a result of this, $5.8 million of VAT receivable at Mana was offset
with $5.8 million of minority dividends payable, and $17.6 million of VAT receivable at Houndé was offset with $17.6 million of minority dividends payable. Given the nature of this transaction, it has been
accounted for as a non-cash transaction in the consolidated statement of cash flows for the year ended 31 December 2025.
For summarised information related to these subsidiaries, refer to note 24, Segmented Information.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
157 Endeavour Mining plc Annual Report 2025
21. SUPPLEMENTARY CASH FLOW INFORMATION
A. Non-cash items
Non-cash items adjusted for in operating cash flows in the consolidated statement of cash flows for
the year ended 31 December 2025 and 31 December 2024 include:
YEAR ENDED
31 December 31 December
2025 2024
Depreciation and depletion
21D
 633.9 609.3
Impairment of mining interests and goodwill
6
 193.4 199.5
Finance costs
9
 101.9 111.2
Share-based compensation
7B
 64.7 21.4
Loss on financial instruments
8B
 193.3 142.7
Loss/(gain) on disposal of assets 0.7 (3.7)
Other expenses/(gains) 2.1 (7.3)
Credit loss and impairment of financial assets
5F
 23.2 151.0
Fulfilment of deferred revenue
16
 — (150.0)
Total non-cash and other items
1
 1,213.2 1,074.1
1. Cash elements of loss on financial instruments and finance costs are excluded in the total non-cash and other items balance,
as they are disclosed elsewhere in the consolidated statement of cash flows.
B. Changes in working capital
Changes in working capital included in operating cash flows in the consolidated statement of cash
flows for the year ended 31 December 2025 and 31 December 2024 comprised:
YEAR ENDED
31 December 31 December
2025 2024
Trade and other receivables (89.9) (31.7)
Inventories (151.7) (73.7)
Prepaid expenses and other 3.1 (22.7)
Trade and other payables (5.2) 126.0
Changes in working capital
(243.7)
 (2.1)
C. Expenditures on mining interests
Expenditures on mining interests per the consolidated statement of cash flows for the year ended
31 December 2025 and 31 December 2024 include:
YEAR ENDED
Note 31 December 31 December
2025 2024
Additions/expenditures on mining interests
12
 (606.4) (676.2)
Non-cash additions to right-of-use assets
12
 82.3 29.2
Change in working capital (6.3) (38.7)
Expenditures on mining interests
(530.4)
 (685.7)
D. Depreciation and depletion
Depreciation in operating cash flows in the consolidated statement of cash flows and in the
consolidated statement of comprehensive earnings/(loss) for the year ended 31 December 2025
and 31 December 2024 comprised:
YEAR ENDED
31 December 31 December
2025 2024
Depreciation and depletion per mining interests note
12
 650.2 649.1
Change in depreciation and depletion capitalised to inventory (16.3) (39.8)
Depreciation and depletion expense
633.9
 609.3
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
158 Endeavour Mining plc Annual Report 2025
E. Cash flows arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities. Liabilities
arising from financing activities are those for which cash flows were, or future cash flows will be,
classified in the Group’s consolidated statement of cash flows as cash flows from financing
activities. The table below excludes payments from the settlement of tracker shares, call rights, and
contingent consideration on the basis that these liabilities do not arise from financing activities.
Lease
Debt
obligations
Other
Other
Senior Senior Other site financing
Lafigué Notes Notes loans and Lease cash
RCF term loan 2026 2030
facilities
1
liabilities
flows
Total
As at 1 January
2025
464.3
133.9
500.4
—
12.6
50.0
—
1,161.2
Changes from
financing cash flows
Proceeds of long-
term debt
370.0
—
—
494.8
140.0
—
—
1,004.8
Repayment of long-
term debt
(840.0)
(38.8)
(500.0)
—
(152.5)
—
—
(1,531.3)
Repayment of lease
liabilities
—
—
—
—
(32.6)
—
(32.6)
Payment of financing
fees and other
Other changes
(25.4)
(10.2)
(15.8)
(28.6)
(7.7)
—
(2.6)
(90.3)
Interest expense
24.8
9.9
15.4
22.2
3.1
5.7
2.6
83.7
New leases
—
—
—
—
—
82.3
—
82.3
Lease modifications
and terminations
—
—
—
—
—
(19.5)
—
(19.5)
Amortisation of
deferred financing
costs and other fees
1.8
0.5
—
—
—
—
—
2.3
Recognition of
prepayment option
—
—
—
1.4
—
—
—
1.4
Foreign exchange
revaluation
—
16.4
—
—
4.5
2.9
—
23.8
As at 31 December
2025
(4.5)
111.7
—
489.8
—
88.8
—
685.8
Current portion
(1.0)
41.7
—
—
—
25.0
—
65.7
Non-current portion
(3.5)
70.0
—
489.8
—
63.8
—
620.1
1. These balances comprises loans and local facilities at Ity, Houndé, Mana and Sabodala (note 9E and 9F). During the year the
Group drew down and fully repaid a term loan at Sabodala-Massawa and local facilities at Ity, Houndé and Mana.
Lease
Debt
obligations
Other
Sabodala- Other
Lafigué Senior Massawa Lease financing
RCF
1
term loan Notes
term loan
2
liabilities
cash flows
Total
As at 1 January 2024
461.1
109.7
497.6
—
42.2
—
1,110.6
Changes from
financing cash flows
Proceeds of long-term
debt
1,066.0
40.1
—
39.7
—
—
1,145.8
Repayment of long-
term debt
(1,061.0)
(9.3)
—
(26.1)
(1,096.4)
Repayment of lease
liabilities
—
—
—
—
(23.3)
—
(23.3)
Payment of financing
fees and other
Other changes
(54.4)
(10.9)
(25.0)
(1.5)
—
(9.6)
(101.4)
Interest expense
46.8
10.9
27.8
1.5
3.1
—
90.1
New leases
—
—
—
—
28.0
—
28.0
Amortisation of
deferred financing
costs and other fees
5.8
—
—
—
—
—
5.8
Foreign exchange
revaluation
—
(6.6)
—
(1.0)
—
9.6
2.0
As at 31 December
2024
464.3
133.9
500.4
12.6
50.0
—
1,161.2
Current portion
1.4
37.3
—
12.6
18.2
—
69.5
Non-current portion
462.9
96.6
500.4
—
31.8
—
1,091.7
1. During the year the Group entered into a new RCF with a syndicate of international banks. The new RCF replaced the existing
RCF, which was repaid and cancelled upon completion of the new RCF.
2. During the year the Group drew down and fully repaid a term loan at Sabodala-Massawa. Subsequent to closing out this loan
a new loan was entered into with a different banking partner, which was then fully drawn down.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
159 Endeavour Mining plc Annual Report 2025
22. INCOME TAXES
A. Income taxes recognised in the consolidated statement of comprehensive earnings/(loss)
Details of the income tax expense are as follows:
YEAR ENDED
31 December 31 December
2025 2024
Current income tax expense (608.6) (352.9)
Deferred income tax recovery 154.4 4.4
Total income tax expense
(454.2)
 (348.5)
The Group operates in numerous countries and, accordingly, is subject to and pays annual income
taxes under the various income tax regimes in those countries. Some subsidiaries of the Group are
not subject to corporate taxation in the Cayman Islands. However, the taxable earnings of the
corporate entities in Barbados, Burkina Faso, British Virgin Islands, Canada, Côte d’Ivoire,
Mauritius, Mali, Senegal, Monaco, France, and the United Kingdom are subject to tax under the tax
law of the respective jurisdiction.
Significant judgement is required in the interpretation or application of certain tax rules when
determining the provision for income taxes due to the complexity of the legislation. The Group has
recognised tax provisions with respect to current assessments received from the tax authorities in
the various jurisdictions in which the Group operates. For these amounts recognised in relation to
current tax assessments received, the provision is based on management's best estimate of the
outcome of those assessments, taking into account the validity of the issues in the assessment,
management's support for its position, and expectations regarding any negotiations to settle the
assessment. Management regularly re-evaluates outstanding tax assessments to update its
estimates of expected outcomes, taking into account the criteria above. Management evaluates its
uncertain tax positions regularly to reflect changes in tax legislation, the results of any tax audits
undertaken, the correction of uncertain tax positions through subsequent tax filings, or the expiry of
the period for which the position can be reassessed. Management considers the material elements
of any other claims to be without merit or foundation and will strongly defend its position in relation
to these matters and follow the appropriate process to support its position. Accordingly, no
provision or further disclosure has been made as the likelihood of a material outflow of economic
benefits in respect of those claims is considered to be remote. In forming this assessment,
management has considered the professional advice received, the mining conventions and tax laws
in place in the various jurisdictions, and the facts and circumstances of each individual claim.
In line with our published Group Tax Strategy, the Group actively monitors tax changes at a country
level, as well as international policy trends, on a continuous basis, and has active engagement with
governments, regulators and other stakeholders within the countries in which the Group operates,
as well as at an international level. This includes global tax reforms, such as those being agreed
through the OECD’s Digitalisation of the Economy Project, which notably seeks to implement a
minimum effective tax rate of 15% on the profits of large multinational groups in each country where
they operate (“Pillar 2”).
The Group continues to monitor and assess the domestic implementation of the Pillar 2 rules and
evaluates the potential impact in the jurisdictions where it operates. Based on current legislation
that has been enacted or substantively enacted, the Group does not expect any material exposure
to Pillar 2 taxes for the year ended 31 December 2025. This is largely due to the application of the
transitional safe harbour exemptions.
As at 31 December 2025, the Group had total tax exposures of $24.3 million for which a provision
of $6.0 million has been recognised as tax payable included in current liabilities. As at 31
December 2024, the Group had total tax exposures of $27.6 million for which a provision of $5.2
million has been recognised as tax payable included in current liabilities.
31 December 31 December
2025 2024
Earnings before taxes 1,343.3 113.9
Average domestic tax rate
1
 23 % 22 %
Income tax expense based on average domestic tax rates 309.0 25.1
Reconciling items:
Rate differential
2
 72.1 113.2
Effect of foreign exchange rate changes on deferred taxes
3
 (86.8) 39.6
Permanent differences
4
 10.9 9.3
Effect of withholding taxes 111.1 111.6
2% patriotic tax
5
 11.2 10.9
True up and tax amounts paid in respect of prior years 2.0 13.5
Effect of changes in deferred tax assets and losses not recognised/
utilised 38.3 33.2
Other (13.6) (7.9)
Income tax expense
454.2
 348.5
1. The average domestic tax rate is calculated using the average statutory tax rate applicable in the jurisdictions in which the
Group has operating entities.
2. Rate differential reflects the difference between tax expense calculated at the average domestic tax rate of 23%, and the tax
expense calculated using the statutory tax rate applicable to each entity, of which some are in low tax rate jurisdictions.
3. The effect of foreign exchange rate changes on deferred taxes reflects the adjustment to the deferred taxes for changes in the
foreign exchange rates in the opening balance and on the movements during the year.
4. Permanent differences relate primarily to amounts that are not deductible for tax purposes in the statutory financial
statements.
5. In January 2024, the government of Burkina Faso introduced a patriotic tax of 2% on after-tax profits effective for the year
ended 31 December 2023.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
160 Endeavour Mining plc Annual Report 2025
The following is a summary of the tax rates in the various taxable jurisdictions:
31 December 31 December
2025 2024
Barbados 9.0% 2.5 %
Burkina Faso
1
17.5/27.5% 17.5/27.5%
Canada 26.5% 26.5 %
Cayman Islands 0.0% 0.0 %
Côte d’Ivoire 25.0% 25.0 %
Senegal 25.0% 25.0 %
Australia 30.0% 30.0 %
Mali 30.0% 30.0 %
Monaco 25.0% 28.0 %
France 25.0% 31.0 %
Mauritius 15.0% 15.0 %
United Kingdom 25.0% 25.0 %
1. The tax rates in Burkina Faso vary for the different operating entities based on the mining convention or applicable tax laws for
the particular entity.
B. Income tax payable and receivable
YEAR ENDED
31 December 31 December
2025 2024
Income taxes payable related to current year taxable profits 490.2 208.4
Provision for income taxes 6.0 5.2
Income taxes payable
496.2
 213.6
C. Deferred tax balances
The major components of the deductible temporary differences were comprised as follows:
31 December 31 December
2025 2024
Deferred income tax assets
Mining interests and other 46.3 15.9
Environmental provision — 0.9
Other liabilities 26.8 11.0
73.1 27.8
Deferred income tax liabilities
Inventory (31.2) (48.2)
Withholding tax on dividends (93.0) (76.1)
Mining interests and other (254.2) (363.2)
(378.4) (487.5)
Net deferred income tax liability
(305.3)
 (459.7)
31 December 31 December
2025 2024
Net deferred income tax liability as at 1 January
(459.7)
 (464.1)
Deferred income tax recovery 154.4 4.4
Net deferred income tax liability as at 31 December
(305.3)
 (459.7)
1.
31 December 31 December
2025 2024
Net deferred income tax asset 42.1 —
Net deferred income tax liability (347.4) (459.7)
Total
(305.3)
 (459.7)
D. Unrecognised deductible temporary differences
At 31 December 2025, the Group had unrecognised deductible temporary differences of $147.9
million (31 December 2024: $119.5 million) in Burkina Faso, Senegal and Côte d’Ivoire relating to
mine closure liabilities for which no deferred tax assets have been recognised as it is not
considered probable that sufficient taxable profits will be available against which the deductible
temporary differences can be utilised.
The Group has unrecognised tax losses of $175.4 million (31 December 2024: $96.8 million) in UK
and Canada that are available to carry forward against future taxable income of the subsidiaries in
which the losses arose. Deferred income tax assets have not been recognised in respect of these
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
161 Endeavour Mining plc Annual Report 2025
losses as they may not be used to offset taxable profits elsewhere in the Group, they have arisen in
subsidiaries that have been loss-making for some time, and there are no other tax planning
opportunities or other evidence of recoverability in the near future to support (either partially or in
full) the recognition of the losses as deferred income tax assets.
The temporary differences associated with investments in subsidiaries and joint ventures, for which
a deferred income tax liability has not been recognised, aggregate to $1.2 billion (31 December
2024: $772.5 million).
23. RELATED PARTY TRANSACTIONS
A related party is considered to include shareholders, affiliates, associates and entities under
common control with the Group and members of key management personnel.
A. Compensation of key management personnel and directors
The remuneration of Directors and other members of key management personnel, who are those
members of management who are responsible for planning, directing and controlling the activities of
the Group during the year, were as follows:
YEAR ENDED
31 December 31 December
2025 2024
Short-term benefits 13.9 13.3
Share-based payments 23.3 6.3
Termination benefits — 2.0
Total
37.2
 21.6
For the year ended 31 December 2025
During the year, the Group increased the expected credit loss provision with respect to cash
consideration receivable from Néré related to the sale of the Karma mine (note 10B). See the table
for a summary of balances between the Company and Néré. The Group applied an expected credit
loss provision against the remaining $0.6 million receivable from the former President and Chief
Executive Officer, Sébastien de Montessus.
For the year ended 31 December 2024
During the year, the Company in a separate settlement agreement with Mr de Montessus following
the forfeiture and clawback decision, settled for an amount of $1.4 million with the equivalent
forgiven per the arrangement and $0.6 million remaining as a receivable as at 31 December 2024.
On 4 January 2024, Sébastien de Montessus’ position as President and Chief Executive Officer and
Executive Director of Endeavour Mining plc was terminated with immediate effect following an
investigation into an irregular payment. During the course of the investigation, the Company was
made aware of a personal investment contract agreement, dated 12 November 2019, between Mr
de Montessus and One Continent Investments Limited (“OCI”), a 49% shareholder in Néré, which
purchased the Karma Mine from the Group in March 2022 for a total consideration of $20 million.
OCI was previously not declared as a related party and despite the extensive forensic investigation,
the Company does not have access to Mr de Montessus' personal records to verify the existence
and extent of any potential investment held and to what extent Mr de Montessus directly profited
from this relationship.
The balances between the Company and Néré at 31 December are summarised below:
YEAR ENDED
31 December 31 December
2025 2024
Other receivables
Consideration receivable (Note 10B) — 3.0
Other financial assets
NSR (Note 14B) — 4.1
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
162 Endeavour Mining plc Annual Report 2025
B. Subsidiaries
Details of the Company’s subsidiaries at the end of the reporting periods are as follows:
Place of Proportion of ownership
incorporation and interest and voting
Entity
Principal activity
operation
Held By
power held
Registered Address
Group % %
Holding Holding
Endeavour Gold Corporation
Corporate
Cayman
Endeavour Mining plc
100%
100%
c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue,
Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands
Avnel Gold Mining Limited
Holding
Guernsey
Endeavour Gold Corporation
100%
100%
Les Echelons Court, Les Echelons, St. Peter Port, GY1 1AR, Guernsey,
United Kingdom
Kalana Holdings
Holding
Cayman
Avnel Gold Mining Limited
100%
100%
c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue,
Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands
Société des Mines d’Or de Kalana SA
Operations
Mali
Kalana Holdings
80%
44%
Badalabougou Est, rue 12, villa n°5, 03 BP 68 Bamako 03 République
80%
du Mali
Avnel Gold Mining Limited
36%
Arion Construction S.à r.l
Corporate
Côte d’Ivoire
Endeavour Gold Corporation
100%
100%
Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée
Technique, 08 BP 872 Abidjan 08, République de Côte d’Ivoire
Endeavour Aviation S.A.R.L
Corporate
Côte d’Ivoire
Endeavour Gold Corporation
100%
100%
Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée
Technique, 08 BP 872 Abidjan 08, République de Côte d’Ivoire
Endeavour Canada Holdings Corporation
Corporate
Canada
Endeavour Gold Corporation
100%
100%
66 Wellington Street West, Suite 53
00, TD Bank Tower, Toronto ON M5K
1E6, Canada
Boss Gold SARL
Exploration
Burkina Faso
Endeavour Canada Holdings
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
Corporation
1334
Ouagadougou 01, Burkina Faso
Boss Minerals SARL
Exploration
Burkina Faso
Endeavour Canada Holdings
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
Corporation
1334
Ouagadougou 01, Burkina Faso
Houndé Holdings Ltd
Holding
Barbados
Endeavour Canada Holdings
100%
100%
Radley Court, Upper Collymore Rock, St. Michael, Barbados BB14004
Corporation
Avion Mali West Exploration S.A.
Exploration
Mali
Houndé Holdings Ltd
100%
100%
Badalabougou Est, rue 12, villa n°5, 03 BP 68 Bamako 03 République
du Mali
Bouéré-Dohoun Gold Operation SA
1
Operations
Burkina Faso
Houndé Holdings Ltd
85%
85%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 06 BP
9214
Ouagadougou 06, Burkina Faso
Burkina Faso Exploration Limited
Holding
Jersey
Houndé Holdings Ltd
100%
100%
c/o Apex Group, IFC 5, St Helier, Jersey, JE1 1ST
Avion Gold (Burkina Faso) S.à r.l.
Exploration
Burkina Faso
Burkina Faso Exploration Limited
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
1324
Ouagadougou 06, Burkina Faso
Burkina Faso Gold Exploration S.à r.l.
Exploration
Burkina Faso
Burkina Faso Exploration Limited
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
1324
Ouagadougou 06, Burkina Faso
Burkina Faso Gold S.à r.l.
Exploration
Burkina Faso
Burkina Faso Exploration Limited
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
1324
Ouagadougou 06, Burkina Faso
Houndé Gold Operation SA
1
Operations
Burkina Faso
Houndé Holdings Ltd
85%
85%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 06 BP
9214
Ouagadougou 06, Burkina Faso
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
163 Endeavour Mining plc Annual Report 2025
Place of Proportion of ownership
incorporation and interest and voting
Entity
Principal activity
operation
Held By
power held
Registered Address
Group % %
Holding Holding
Massawa (Jersey) Limited
Holding
Jersey
Endeavour Canada Holdings
100%
100%
c/o Apex Group, IFC 5, St Helier, Jersey, JE1 1ST
Corporation
Orbis Gold Pty Ltd
Holding
Australia
Endeavour Canada Holdings
100%
100%
SmallCap Corporate Pty. Ltd., Suite 1, 295 Rokeby Road, Subiaco, WA
Corporation
6008
, Australia
MET BF Pty. Ltd
Holding
Australia
Orbis Gold Pty Ltd
100%
100%
SmallCap Corporate Pty. Ltd., Suite 1, 295 Rokeby Road, Subiaco, WA
6008
, Australia
Sabodala Gold (Mauritius) Limited
Corporate
Mauritius
Endeavour Canada Holdings
100%
100%
c/o Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House,
Hotel Avenue, 33 Cybercity, Ebene, 72201, Mauritius
Sabodala Gold Operations SA
Operations
Senegal
Sabodala Gold (Mauritius) Limited
90%
86%
2 K Plaza, Route du Méridien Président, Almadies, Dakar, Sénégal
Massawa (Jersey) Limited
90%
4%
Sabodala Mining Company SARL
Exploration
Senegal
Sabodala Gold (Mauritius) Limited
100%
100%
2 K Plaza, Route du Méridien Président, Almadies, Dakar, Sénégal
Sabodala Holding Limited
Holding
British Virgin
Endeavour Canada Holdings
100%
100%
c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO Box
Islands Corporation 71, Road Town, Tortola VG1110
Teranga Gold (B.V.I) Corporation
Holding
British Virgin
Endeavour Canada Holdings
100%
100%
c/o Harneys Corporate Services Limited, Craigmuir Chambers, PO Box
Islands Corporation 71, Road Town, Tortola VG1110
Oromin Joint Venture Group Ltd.
Holding
British Virgin
Sabodala Holding Limited
100%
43%
c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue,
Islands Teranga Gold Burkina Faso (B.V.I.)
100%
57%
Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands
Corporation
Savary A1 Inc
Holding
British Virgin
Endeavour Canada Holdings
100%
100%
c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola,
Islands Corporation
VG1110,
BVI
Joint Venture BF1 Inc
Holding
British Virgin
Savary A1 Inc
75%
75%
 c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola,
Islands
VG1110,
BVI
Houndé Exploration BF1 Inc
Holding
British Virgin
Joint Venture BF1 Inc
75%
100%
c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola,
Islands
VG1110,
BVI
Houndé Exploration BF S.à r.l.
Exploration
Burkina Faso
Houndé Exploration BF1 Inc
75%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 13 BP 60
Ouagadougou 13, Burkina Faso
Sarama JV Holdings Limited
Holding
British Virgin
Joint Venture BF1 Inc
75%
100%
c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola,
Islands
VG1110,
BVI
Sarama JV Mining S.à r.l.
Exploration
Burkina Faso
Sarama JV Holdings Limited
75%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP
818
CMS Ouagadougou 11, Burkina Faso
Mana Burkina Holdings Ltd
Holding
Barbados
Endeavour Canada Holdings
100%
100%
Radley Court, Upper Collymore Rock, St. Michael, Barbados BB14004
Corporation
African GeoMin Mining Development
Holding
Barbados
Mana Burkina Holdings Ltd
100%
100%
Radley Court, Upper Collymore Rock, St. Michael, Barbados BB14004
Corporation Ltd
Birimian Discovery S.à r.l.
Exploration
Burkina Faso
Mana Burkina Holdings Ltd
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP
1196
CMS Ouagadougou 11, Burkina Faso
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
164 Endeavour Mining plc Annual Report 2025
Place of Proportion of ownership
incorporation and interest and voting
Entity
Principal activity
operation
Held By
power held
Registered Address
Group % %
Holding Holding
Birimian Exploration S.à r.l.
Exploration
Burkina Faso
Mana Burkina Holdings Ltd
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP 1196
CMS Ouagadougou 11, Burkina Faso
Birimian Resources S.à r.l.
Exploration
Burkina Faso
Mana Burkina Holdings Ltd
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP
1196
CMS Ouagadougou 11, Burkina Faso
Burkina Geoservices S.à r.l.
Exploration
Burkina Faso
Mana Burkina Holdings Ltd
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 11 BP
1196
CMS Ouagadougou 11, Burkina Faso
Mana Minéral S.à r.l.
Exploration
Burkina Faso
Mana Burkina Holdings Ltd
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
390
Ouagadougou 01, Burkina Faso
MET CI S.à r.l.
Exploration
Côte d’Ivoire
Mana Burkina Holdings Ltd
100%
100%
Siège Endeavour Mining, rue du Lycée Technique, Cocody Danga, 06 BP
1334
Abidjan 06, Côte d’Ivoire
Resources Tangayen S.à r.l.
Exploration
Burkina Faso
Mana Burkina Holdings Ltd
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
390
Ouagadougou 01, Burkina Faso
Semafo Burkina Faso SA
1
Operations
Burkina Faso
Mana Burkina Holdings Ltd
85%
85%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
390
Ouagadougou 01, Burkina Faso
SGML (Capital) Limited
Holding
Mauritius
Endeavour Canada Holdings
100%
100%
c/o Juristax Corporate Fiduciary & Fund Services, Level 3, Ebene House,
Corporation Hotel Avenue, 33 Cybercity, Ebene, 72201, Mauritius
Teranga Gold Burkina Faso (B.V.I.)
Holding
British Virgin
Endeavour Canada Holdings
100%
100%
c/o Maples and Calder, Ritter House, PO Box 173, Road Town, Tortola,
Corporation Islands Corporation VG1110
Endeavour Exploration Ltd
Holding
Cayman
Endeavour Gold Corporation
100%
100%
c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue,
Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands
Bissa HoldCo S.à r.l.
Exploration
Burkina Faso
Endeavour Exploration Ltd
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 01 BP
1324
Ouagadougou 06, Burkina Faso
Endeavour Guinée S.à r.l.
Exploration
Guinée
Endeavour Exploration Ltd
100%
100%
5ème étage n°502, Résidence Joulia, Conakry, Guinea
Endeavour Niger SA
Exploration
Niger
Endeavour Exploration Ltd
70%
70%
457 boulevard de l’indépendance, plateau, Niamey, BP 10.014, Niger
Endeavour Siguiri.
Exploration
Guinée
Endeavour Exploration Ltd
100%
100%
5ème étage n°502, Résidence Joulia, Conakry, Guinea
Etruscan Resources Côte d’Ivoire S.à.r.l.
Exploration
Côte d’Ivoire
Endeavour Exploration Ltd
100%
100%
Siège Endeavour Mining, Cocody Danga, rue du Lycée Technique, 25 BP
603
Abidjan 25, République de Côte d’Ivoire
Etruscan Resources Ghana Limited
Exploration
Ghana
Endeavour Exploration Ltd
100%
100%
Y/B 15 Augusto Neto Road, Airport Residential Area, Accra, Ghana
Endeavour Management Services Abidjan
Corporate
Côte d’Ivoire
Endeavour Gold Corporation
100%
100%
Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée
S.à r.l Technique, 08 BP 872 Abidjan 08, République de Côte d’Ivoire
Endeavour Management Services France
Corporate
France
Endeavour Gold Corporation
100%
100%
19 boulevard Malesherbes 75008 Paris, France
Endeavour Management Services London
Corporate
United
Endeavour Gold Corporation
100%
100%
5 Young Street, W8 5EH, London, United Kingdom
Limited. Kingdom
Endeavour Management Services Monaco
Corporate
Monaco
Endeavour Gold Corporation
100%
100%
7 Boulevard des Moulins, Bureau 76, Monaco 98000
S.A.M.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
165 Endeavour Mining plc Annual Report 2025
Place of Proportion of ownership
incorporation and interest and voting
Entity
Principal activity
operation
Held By
power held
Registered Address
Group % %
Holding Holding
Hippocampus Mining Services S.à r.l
Operations
Côte d’Ivoire
Endeavour Gold Corporation
100%
100%
Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée
Technique, 08 BP 872 Abidjan 08, République de Côte d’Ivoire
Ity Holdings UK Limited
Holding
United
Endeavour Gold Corporation
100%
100%
5 Young Street, W8 5EH, London, United Kingdom
Kingdom
La Mancha Côte d’Ivoire S.à r.l.
Exploration
Côte d’Ivoire
Ity Holdings UK Limited
100%
100%
Abidjan, Cocody Danga, Siège Endeavour Mining, rue du Lycée
Technique, 06 BP 2220 Abidjan 06, République de Côte d’Ivoire
Société des Mines d’Ity SA
Operations
Côte d’Ivoire
Ity Holdings UK Limited
85%
85%
Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée
Technique, 08 BP 872 Abidjan 08, République de Côte d’Ivoire
Société des Mines de Daapleu SA
Operations
Côte d’Ivoire
Ity Holdings UK Limited
85%
85%
Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée
Technique, 08 BP 872 Abidjan 08, République de Côte d’Ivoire
Société des Mines de Floleu S.A
Operations
Côte d’Ivoire
Ity Holdings UK Limited
90%
90%
Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée
Technique, 08 BP 872 Abidjan 08, République de Côte d’Ivoire
Lafigué Holdings UK Limited
Holding
United
Endeavour Gold Corporation
100%
100%
5 Young Street, W8 5EH, London, United Kingdom
Kingdom
Société des Mines de Lafigué S.A
Operations
Côte d’Ivoire
Lafigué Holdings UK Limited
80%
80%
Abidjan, Cocody Danga, Siège Endeavour Mining, Rue du Lycée
Technique, 08 BP 872 Abidjan 08, République de Côte d’Ivoire
Centre Commun de Fonctions Support
Corporate
Burkina Faso
Endeavour Gold Corporation
100%
100%
Ouaga 2000 (Zone A) Secteur 53 Section B Lot 35 Parcelle 9, 06 BP
Endeavour (CCFSE) GIE
9214
Ouagadougou 06, Burkina Faso
AUAG Insurance
2
Corporate
Cayman
Endeavour Gold Corporation
100%
100%
c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue,
Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands
COOK JV Ltd
3
Exploration
Kazakhstan
Endeavour Exploration Limited
—%
51%
0100
00, Astana, Esil district 52/1, Syganak, office 51, Astana,
Kazakhstan
West African Mining Services LLP (formerly
Corporate
United
Endeavour Mining plc —%
—%
5 Young Street, W8 5EH, London, United Kingdom
Endeavour Mining Services LLP)
4
Kingdom
1. During the three months ended 30 June 2025, the State of Burkina Faso increased their interest in our operating companies from 10% to 15%, in line with the 2024 Mining Code. Refer to note 20.
2. AUAG has been incorporated as an insurance captive entity whereby certain risks are insured facilitated via a fronting agent.
3. COOK JV Ltd is legally owned by East Star Plc. After completing all the relevant earn-in requirements the group will hold 51% of the share capital. Management have assessed that the Group controls this entity and as such the Group consolidates 100% of its results
in accordance with the requirement of IFRS 10 – Consolidated Financial Statements.
4. West African Mining Services LLP is legally owned by its members and not Endeavour Mining Plc. However, the Group consolidates 100% of its results in accordance with the requirements of IFRS 10 – Consolidated Financial Statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
166 Endeavour Mining plc Annual Report 2025
Disposals, amalgamations and dissolutions
For the year ended 31 December 2025
Teranga Exploration (Ivory Coast) SARL was sold to Thor Explorations Limited during the period.
The following entities were liquidated during the year ended 31 December 2025:
– Keyman Investment S.A. (Côte d’Ivoire)
– Resources Burkinor S.àr.l. (Burkina Faso)
– Exploration Atacora S.àr.l. (Benin)
For the year ended 31 December 2024
The following entities were sold as part of the disposal of Taurus Gold Afema Holdings (BVI) during
the year ending 31 December 2024:
– Taurus Gold Afema Holdings (BVI)
– Afema Gold SA (Côte d’Ivoire)
– Taurus Gold CI SARL (Côte d’Ivoire)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
167 Endeavour Mining plc Annual Report 2025
24. SEGMENTED INFORMATION
The Group operates in four principal countries, Burkina Faso (Houndé and Mana mines), Côte d’Ivoire (Ity mine, Lafigué mine), Senegal (Sabodala-Massawa mine) and Mali (Kalana Project). The following
table provides the Group’s results by operating segment in the way information is provided to and used by the Company’s chief operating decision maker, which is the CEO, to make decisions about the
allocation of resources to the segments and assess their performance. The Group considers each of its operational mines a separate segment. Discontinued operations are not included in the earnings/
(loss) segmented information below. Exploration, the Kalana Project, and Corporate are aggregated and presented together as part of the “other” segment on the basis of them sharing similar economic
characteristics at 31 December 2025.
YEAR ENDED 31 DECEMBER 2025
Ity Sabodala-
Mine
Houndé Mine
Mana Mine
Massawa Mine
Lafigué Mine
Other
Total
Revenue
Revenue
1,139.0
883.4
611.7
937.8
662.0
—
 4,233.9
Cost of sales
Operating expenses
(292.8)
(226.7)
(234.4)
(239.6)
(186.4)
—
 (1,179.9)
Depreciation and depletion
(84.8)
(85.2)
(141.8)
(243.5)
(69.3)
(9.3)
 (633.9)
Royalties
(75.0)
(90.1)
(58.4)
(60.1)
(43.0)
—
 (326.6)
Earnings/(loss) from mine operations
686.4
481.4
177.1
394.6
363.3
(9.3)
2,093.5
YEAR ENDED 31 DECEMBER 2024
Sabodala-
Ity Massawa
Mine
Houndé Mine
Mana Mine
Mine
Lafigué Mine
Other
Total
Revenue
Revenue
838.1
707.9
356.3
538.2
235.4
—
 2,675.9
Cost of sales
Operating expenses
(266.0)
(267.8)
(202.5)
(215.5)
(55.6)
—
 (1,007.4)
Depreciation and depletion
(107.7)
(96.5)
(95.9)
(280.5)
(19.5)
(9.2)
 (609.3)
Royalties
(53.8)
(61.6)
(28.6)
(31.1)
(15.4)
—
 (190.5)
Earnings/(loss) from mine operations
410.6
282.0
29.3
11.1
144.9
(9.2)
868.7
Segment revenue reported represents revenue generated from external customers. There were no inter-segment sales during the years ended 31 December 2025 or 31 December 2024.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
168 Endeavour Mining plc Annual Report 2025
The Group’s assets and liabilities, including geographic location of those assets and liabilities, are detailed below:
Sabodala-
Ity Mine
Houndé Mine Mana Mine Massawa Mine Lafigué Mine
Côte d’Ivoire
Burkina Faso Burkina Faso Senegal
Côte d’Ivoire
Other
Total
Balances as at 31 December 2025
Current assets
255.7
131.8
110.6
370.8
184.7
103.6
 1,157.2
Mining interests
403.9
426.2
408.3
1,725.6
545.3
234.4
 3,743.7
Goodwill
—
—
39.6
94.8
—
—
 134.4
Other long-term assets
166.4
91.8
35.8
177.0
62.8
37.7
 571.5
Total assets
826.0
649.8
594.3
2,368.2
792.8
375.7
5,606.8
Current liabilities
290.4
122.3
104.6
235.2
228.2
62.2
 1,042.9
Other long-term liabilities
47.6
53.4
103.7
345.5
96.7
499.0
 1,145.9
Total liabilities
338.0
175.7
208.3
580.7
324.9
561.2
2,188.8
For the year ended 31 December 2025
Additions/expenditures on mining interests
62.9
138.8
154.3
91.4
99.7
59.3
 606.4
Sabodala-
Ity Mine
Houndé Mine Mana Mine Massawa Mine Lafigué Mine
Côte d’Ivoire
Burkina Faso Burkina Faso Senegal
Côte d’Ivoire
Other
Total
Balances as at 31 December 2024
Current assets
197.4
187.0
85.7
257.9
82.2
154.6
 964.8
Mining interests
1
413.2
365.2
409.1
1,884.4
518.9
390.0
 3,980.8
Goodwill
—
—
39.6
94.8
—
—
 134.4
Other long-term assets
115.3
64.1
25.8
175.8
29.3
23.1
 433.4
Total assets
725.9
616.3
560.2
2,412.9
630.4
567.7
5,513.4
Current liabilities
189.0
123.0
91.1
160.0
142.3
116.3
 821.7
Other long-term liabilities
66.5
56.7
71.5
366.1
123.6
1,014.4
 1,698.8
Total liabilities
255.5
179.7
162.6
526.1
265.9
1,130.7
2,520.5
For the year ended 31 December 2024
Additions/expenditures on mining interests
80.0
64.1
98.9
186.5
190.7
55.9
676.1
1. The segmental split of the mining interest balance as at 31 December 2024 has been restated to better reflect the way information is provided to and used by the Company’s chief operating decision maker. The change had no effect on the total carrying value of the
mining interest presented.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
169 Endeavour Mining plc Annual Report 2025
25. CAPITAL MANAGEMENT
The Group’s objectives of capital management are to safeguard the entity’s ability to support the
Group’s normal operating requirements on an ongoing basis, continue the development and
exploration of its mining interests and support any expansionary plans.
In the management of capital, the Group includes the components of equity, finance obligations,
and debt, net of cash and cash equivalents and restricted cash.
Capital, as defined above, is summarised in the following table:
31 December
31 December
2025
2024
Equity 3,418.1 2,992.9
Current portion of long-term debt 42.4 51.2
Long-term debt 554.5 1,060.0
Lease liabilities 88.8 50.0
Overdraft facility — 13.1
4,103.8 4,167.2
Less:
Cash and cash equivalents (453.3) (397.3)
Restricted cash (61.7) (62.1)
Total
3,588.8
 3,707.8
The Group manages its capital structure by considering changes to the economic environment and
the risk characteristics of the Group’s assets. To effectively manage the entity’s capital
requirements, the Group has in place a planning, budgeting and forecasting process to help
determine the funds required to ensure the Group has the appropriate liquidity to meet its operating
and growth objectives, as well as to provide shareholder returns. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares, or sell assets to reduce debt.
The Group is not subject to any externally imposed capital requirements with the exception of
complying with covenants under the RCF and Senior Notes. As at 31 December 2025 and 31
December 2024, the Group was in compliance with these covenants.
26. COMMITMENTS AND CONTINGENCIES
Commitments
The Group has commitments in place at all five of its mines and as at 31 December 2025 the
Group had approximately $69.9 million (31 December 2024: $55.7 million) in commitments relating
to ongoing capital projects at its various mines.
Legal proceedings
From time to time, the Group is involved in various claims, legal proceedings, tax, and other
regulatory assessments and complaints arising in the ordinary course of business from third parties
and current or former employees.
The Group and its legal counsel consider the merits of each claim and the probable outcome. For
those claims that the Group considers it probable that the judgement will not be in its favour and
there will be an outflow of cash as a result, the Group has recognised a provision for the claim
based on management's best estimate of the amount that will be required to settle the provision.
Material litigation is described below. The Group does not believe that adverse decisions in any
other pending or threatened proceedings related to any matter, or any amount which may be
required to be paid by reason thereof, will have a material effect on the financial condition or future
results of operations.
Potential class action relating to CEO dismissal
The Group assessed potential claims and contingencies related to the former CEO's misconduct,
such as legal claims from shareholders, regulatory inquiries and legal proceedings taken by the
former CEO.
In 2024, three separate proposed class actions were brought on behalf of shareholders in Ontario
Canada, which have now been consolidated into one and will proceed as such. The action asserts
various claims including alleged misrepresentations relating to the consideration for the disposal of
the Agbaou mine, in particular the $5.9 million irregular payment directed by the former CEO,
Sébastien de Montessus, and alleged misrepresentations relating to other asset disposal
referenced in the findings of the internal investigation announced on 27 March 2024, and the
quality of the Company’s internal controls over financial reporting and governance structures. The
action is still at a very preliminary stage and accordingly the likelihood of loss is not determinable.
The Company believes it has defences to the claims, but it is not possible at this early stage to
determine the outcome of the actions or the amount of loss, if the Ontario court rules it can
proceed. In addition, save for requests for information and clarification, no regulatory or other
authorities have been in contact with the Company. We have made no consideration of potential for
fines or other penalties that may be placed on the Company in the event of a future investigation by
such bodies.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
170 Endeavour Mining plc Annual Report 2025
Regulatory matters
The Group’s mining and exploration activities are subject to various laws and regulations including
but not limited to those governing the mining sector, foreign exchange, the environment, local
procurement and employment. These laws and regulations are continually changing and are
generally becoming more challenging. The Group is subject to government audits of which some are
ongoing and others are scheduled over the upcoming year and to which the outcomes remain
uncertain.
During the year, in relation to the Group’s Ity and Lafigué mines in Côte d'Ivoire, the Group received
preliminary customs assessments in relation to 2024 and 2025. The Group was able to
satisfactorily clear a material part of the custom-related matters raised and the unresolved matters
are within the appeal process. The remaining exposure is considered immaterial and has not been
provided for.
During the fourth quarter of 2025, the Group agreed to pay the Government’s imposed 2% increase
in statutory royalty rates, subject to certain conditions following our initial appeals notwithstanding
the stabilisation afforded by the mining code and mining conventions and protection under
international law, which resulted in the recognition of a $36.6 million charge to Other expenses
(note 5E) for the year ended 31 December 2025. This was made in the context and as part of
ongoing negotiations between the mining industry acting through the Chamber of Mines in Côte
d’Ivoire and the Government seeking to establish a fair and equitable fiscal framework adapted to a
high gold price environment. Our conditions remain to be accepted and include the waiver of
penalties, for which the Group has not provided.
The Group believes its operations are in compliance with all applicable laws and regulations. The
Group has made, and expects to make in the future, expenditures to comply with such laws and
regulations. Refer to note 22 regarding uncertain tax positions.
Sabodala stream
The Group assumed a gold stream when it acquired the Sabodala-Massawa mine on 10 February
2021 (“Sabodala stream”). Under the Sabodala stream, the Group is required to deliver 783
ounces of gold per month beginning 1 September 2020 until 105,750 ounces have been delivered
to Franco-Nevada (the “Fixed Delivery Period”) based on the Sabodala separate production plan
prior to the Massawa Acquisition by Teranga on 4 March 2020. At the end of the Fixed Delivery
Period, any difference between total gold ounces delivered during the Fixed Delivery Period and 6%
of production from the Group’s existing properties in Senegal (excluding Massawa) could result in a
credit from or additional gold deliveries to Franco-Nevada. Subsequent to the Fixed Delivery Period,
the Group is required to deliver 6% of production from the Group’s existing properties in Senegal
(excluding Massawa). For ounces of gold delivered to Franco-Nevada under the Stream Agreement,
Franco-Nevada pays the Group cash at the date of delivery for the equivalent of the prevailing spot
price of gold on 20% of the ounces delivered. Revenue is recognised on actual proceeds received.
The Group delivered 9,400 ounces during the year ended 31 December 2025 and as at 31
December 2025, 55,617 ounces are still to be delivered under the Fixed Delivery Period.
27. SUBSEQUENT EVENTS
East Star strategic investment
The Group completed a strategic investment in East Star Resources Plc in January 2026 consisting
of the subscription of a £1.7 million unsecured convertible loan note (“CLN”) convertible at £0.023
per share. This is in addition to the purchase of 4.2 million ordinary shares at an issue price of
£0.023 per share totalling £96,600 during December 2025. Following the subscription and full
conversion in February 2026 of the CLN, the Group holds 14.3% of East Star Resources Plc’s
issued share capital.
Interim dividend
On 29 January 2026, the Board of Directors of the Company announced its second interim dividend
for 2026 of $200.0 million or approximately $0.83 per share, which will be paid on 14 April 2026 to
shareholders on the register at close on 13 March 2026.
Share buyback programme
Subsequent to 31 December 2025 and up to 3 March 2026, the Group has repurchased a total of
115,000 shares at an average price of $53.21 for total cash outflows of $6.1 million.
Additional drawdowns on RCF
Subsequent to 31 December 2025 there has been additional drawdowns on the RCF of $50.0
million, leaving a total drawn position of $50.0 million as at 4 March 2026.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes to the consolidated financial statements
Continued
171 Endeavour Mining plc Annual Report 2025
Statement of financial position
(Expressed in Millions of United States Dollars)
Registered No. 13280545
ASSETS
Current
Cash and cash equivalents
3.8
0.6
Trade and other receivables
0.6
1.1
Income taxes receivable
—
2.5
Amounts due from related parties 4
289.5
133.2
Prepaid expenses and other
0.3
0.7
294.2
138.1
Non-current
Investments 5
4,546.8
4,546.8
Derivative financial assets
3.2
0.1
Total assets 4,844.2
4,685.0
LIABILITIES
Current
Trade and other payables 6
6.7
7.7
Other financial liabilities 7
2.7
—
Current portion of long-term debt 8
0.8
1.4
Amounts due to related parties 4
30.4
—
40.6
9.1
Non-current
Non-current portion of debt 8
484.5
963.3
Other financial liabilities 7
3.1
1.7
Total liabilities 528.2
974.1
NET ASSETS 4,316.0
3,710.9
As at
As at
31 December
31 December
Note
2025
2024
EQUITY
Share capital 9
2.4
2.5
Share premium reserve 10
50.7
50.7
Share-based payment reserve 10
50.9
18.6
Merger reserve 10
44.1
44.1
Retained earnings
4,167.9
3,595.0
Total equity 4,316.0
3,710.9
Total equity and liabilities 4,844.2
4,685.0
As at
As at
31 December
31 December
Note
2025
2024
The Company reported a profit for the year ended 31 December 2025 of $92 7.0 million (for the year
ended 31 December 2024: a loss of $79. 3 million).
Approved by the Board: 4March 2026
/s/Ian Cockerill
Director
/s/Alison Baker
Director
The accompanying notes are an integral part of these consolidated financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Parent Company financial statements
172 Endeavour Mining plc Annual Report 2025
Statement of changes in equity
(Expressed in Millions of United States Dollars, except per share amounts)
SHARE CAPITAL
Notes Share Capital
Share Premium
Reserve
Share-based
Payment
Reserve
Retained
Earnings Merger Reserve
Total
As at 1 January 2024 2.5 50.7 14.8 3,898.0 44.1 4,010.1
Results for the year — — — (79.3) —
(79.3)
Total comprehensive loss for the year
— — — (79.3) —
(79.3)
Contributions by and distributions to owners
— — — — —
—
Purchase and cancellation of own shares 9 — — — (37.2) —
(37.2)
Shares issued on exercise of options, warrants and PSUs — — (16.0) 13.5 —
(2.5)
Share-based compensation — — 19.8 — —
19.8
Dividends paid — — — (200.0) —
(200.0)
As at 31 December 2024 2.5 50.7 18.6 3,595.0 44.1 3,710.9
Results for the year — — — 927.0 —
927.0
Total comprehensive loss for the year
— — — 927.0 —
927.0
Contributions by and distributions to owners
— — — — —
—
Purchase and cancellation of own shares 9 (0.1) — — (85.3) —
(85.4)
Net settlement and shares issued on exercise of PSUs — — (21.2) 19.4 —
(1.8)
Share-based compensation — — 53.5 — —
53.5
Dividends paid — — — (288.2) —
(288.2)
As at 31 December 2025 2.4 50.7 50.9 4,167.9 44.1 4,316.0
The accompanying notes are an integral part of these financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Parent Company financial statements
Continued
173 Endeavour Mining plc Annual Report 2025
Notes to the Parent Company financial statements
1. CORPORATE INFORMATION
Endeavour Mining plc (the “Company”), registered number: 13280545 was incorporated on
21March 2021 and is a holding company.
The Company is a public company limited by shares incorporated in the United Kingdom under the
Companies Act 2006 and is registered in England and Wales. The address of the Company’s
registered office is: 5 Young Street, London, United Kingdom, W8 5EH.
2. ACCOUNTING POLICIES
The Company meets the definition of a qualifying entity under FRS 100 Application of Financial
Reporting Requirements issued by the FRC. Accordingly, these financial statements are prepared in
accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). As
permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available
under that standard in relation to share-based payment, financial instruments, capital management,
presentation of comparative information in respect of certain assets, presentation of a cash flow
statement, standards not yet effective, certain disclosures in respect of revenue from contracts with
customers and certain related party transactions. Where required, equivalent disclosures are given
in the consolidated financial statements of Endeavour Mining plc for the year ended 31 December
2025 (“consolidated financial statements”).
The Company's functional currency is United States dollars (“USD”) and its financial statements are
presented in USD and to the nearest million dollars unless otherwise noted.
The principal accounting policies adopted are those set out in note 2 to the consolidated financial
statements except as noted below.
Basis of preparation
The financial statements have been prepared on a going concern basis under the historical cost
convention, except for the valuation of financial instruments that are measured at fair value at the
end of each reporting period, and in accordance with FRS 101.
Revenue recognition
Revenue is derived from service fees charged to Endeavour Gold Corporation. Revenue is
recognised for the service as rendered.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
Treasury shares
When the Company purchases its own share capital (“treasury shares”), the consideration paid,
including any directly attributable incremental costs, net of income taxes, is deducted from retained
earnings/(deficit). If treasury shares are subsequently cancelled, the par value of the cancelled shares
is credited to the capital redemption reserve. If treasury shares are subsequently re-issued, any excess
of consideration over the weighted average cost of shares in treasury is taken to share premium.
Significant judgements and estimates
The preparation of the Company's financial statements in conforming with FRS 101 requires
management to make judgements, estimates and assumptions that affect the reported amounts of
assets, liabilities, income and expenses, and the accompanying disclosures. These assumptions,
judgements and estimates are based on management’s best knowledge of the relevant facts and
circumstances, having regard to previous experience, but actual results may differ materially from
the amounts included in the financial statements. Management reviews its estimates and
underlying assumptions on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of
revision and future periods if the revision affects both current and future periods.
The critical judgements that the Company’s management has made in the process of applying the
Company’s accounting policies, that have the most significant effect on the amounts recognised in
the Company’s financial statements are as follows:
Investment
At each reporting date, the Company assesses whether there is an indication that any investment
may be impaired. If any indication exists, or when annual impairment testing for an investment is
required, the Company estimates the investment’s recoverable amount. In assessing an
investment’s recoverable amount, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the investment.
Amounts due from related parties
IFRS 9 requires entities to recognise expected credit losses for all financial assets held at
amortised cost, including amounts due from related parties from the perspective of the lender. The
Company assessed that the probability-weighted outcome is that any expected credit loss would be
de minimus.
3. PROFIT FOR THE YEAR
As permitted by s408 of the Companies Act 2006, no separate profit and loss account or statement
of comprehensive income is presented in respect of the Parent Company. The profit attributable to
the shareholders of the Company is disclosed in the footnote to the Company’s statement of
financial position.
The Company had an average of 4 employees during the year ended 31 December 2025 (31
December 2024: an average of 4 employees).
Further information about share-based payment transactions is provided in note 7 to the
consolidated financial statements. Further information about directors’ remuneration is provided in
note 23 to the consolidated financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Parent Company financial statements
Continued
174 Endeavour Mining plc Annual Report 2025
Notes to the financial statements
Continued
4. AMOUNTS DUE TO AND FROM RELATED PARTIES
At 31 December 2025 an amount of $289.5million was due from Endeavour Gold Corporation
(“EGC”) (31 December 2024: $134.3million), an amount of $28.2million was due to Endeavour
Management Services London (31 December 2024: $0.6million) and an amount of $2.2million
due to Endeavour Management Services France (31 December 2024: $0.5million).
The amounts due from related parties are unsecured and due on demand. No interest is accrued on
the outstanding principal balance. However, the Company may, at its sole discretion and at any
time, impose an interest charge at an arm's length rate. The Company charged interest of
$2.7million to EGC during the year ended 31 December 2025 (during the year ended 31 December
2024: $20.5 million).
5. INVESTMENTS IN SUBSIDIARIES
The investment in Endeavour Gold Corporation (previously Endeavour Mining Corporation) was
recognised on 11 June 2021 as part of the share exchange transaction described in note 7H of the
consolidated financial statements. The investment is measured at cost and was initially recorded at the
value of net assets, which includes the share warrants liabilities, the call-rights, and PSUs, included on
11 June 2021. Endeavour Mining Corporation was a private company incorporated and domiciled in the
Cayman Islands, it merged with Endeavour Gold Corporation on 29 December 2023.
Endeavour Gold Corporation declared a $1.0 billion dividend to the Company in 2025 (2024: nil).
Details of the Company’s direct and indirect subsidiaries, with Endeavour Gold Corporation being
the only direct subsidiary, at the end of the reporting period are included in note 23 of the
consolidated financial statements.
6. TRADE AND OTHER PAYABLES
31 December
2025
31 December
2024
Sundry creditors
6.7
7.7
6.7
7.7
Sundry creditors as at 31 December 2025 comprise of accrued expenses of $2.8 million (31
December 2024: $3.1 million), other creditors of $3.9 million (31 December 2024: $2.4million)
and amounts payable under the share buyback programme of nil (31 December 2024: $2.2 million).
7. OTHER FINANCIAL LIABILITIES
31 December
2025
31 December
2024
DSU liabilities
5.8
1.7
Total 5.8 1.7
Current portion
(2.7)
—
Non-current financial liabilities 3.1 1.7
Details of the DSU liabilities are included in note 18 to the consolidated financial statements.
8. DEBT
31 December
2025
31 December
2024
Senior Notes
489.8
500.4
Revolving credit facilities
—
470.0
Deferred financing costs
(5.3)
(7.1)
Interest accrual
0.8
1.4
Total debt 485.3 964.7
Less: current portion
(0.8)
(1.4)
Non-current portion of debt 484.5 963.3
Details of the revolving credit facility and the Senior Notes are in note 9 to the consolidated
financial statements.
9. SHARE CAPITAL, OPTIONS AND SHARE UNIT PLANS
The movements in share capital, options and share unit plans and relevant details are included in
note 7 to the consolidated financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Parent Company financial statements
Continued
175 Endeavour Mining plc Annual Report 2025
Notes to the financial statements
Continued
10. EQUITY RESERVES
The following describes the nature and purpose of each reserve within the equity:
Reserve Description and purpose
Share capital Nominal value of subscribed shares.
Share premium
reserve
The share premium reserve contains the premium arising on the issue of
equity shares, net of issue expenses incurred by the Company.
Share-based payment
reserve
Share-based payment reserve represents the cumulative share-based
payment expense for the Company’s share option schemes minus the
cumulative value of shares issued in respect of the share option scheme.
Retained earnings Distributable to shareholders and include all other net gains and losses
and transactions with owners (e.g. dividends) not recognised elsewhere.
Merger reserve The merger reserve contains the difference between the share capital of
the Company and the net assets of Endeavour Gold Corporation (formerly
Endeavour Mining Corporation) as at the date of reorganisation, and less
amounts cancelled and transferred to retained earnings on cancellation of
the deferred shares.
11. SUBSEQUENT EVENTS
Details of subsequent events are given in note 27 to the consolidated financial statements.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Parent Company financial statements
Continued
176 Endeavour Mining plc Annual Report 2025
ADDITIONAL
INFORMATION
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
177 Endeavour Mining plc Annual Report 2025
178
Non-GAAP measures
183
Detailed reserves and resources
188
Cautionary note on forward-looking statements
189
Glossary
195
Shareholder information
IN THIS SECTION
Realised gold price
The Company believes that, in addition to conventional measures prepared in accordance with
GAAP, certain investors use the realised gold price taking into account the impact of the Company’s
revenue protection programme, whereby the Group has entered into gold forward contracts and
goldcollars to protect against volatility of the gold price, particularly in periods of significant
capitalinvestment.
Management believes that reflecting the impact of the revenue protection programmes on the
Group’s realised gold price is a relevant measure as the programme is determined based on
estimated production and sales, and increases the consistency of this calculation with our peer
companies. Management have further adjusted the revenues as disclosed in the consolidated
financial statements to exclude by-product revenue and has reflected the by-product revenue
asacredit to operating expenses in the determination of AISC.
YEAR ENDED
$’millions unless otherwise indicated
31 December
2025
31 December
2024
Revenue 4,233.9
2,675.9
By-product revenue
(20.6)
(18.6)
Gold revenue A4
4,213.3
2,657.3
Realised losses on LBMA averaging programme
(22.0)
(12.0)
Adjusted gold revenue after LBMA averaging A3
4,191.3
2,645.3
Realised losses on forward and collar contracts
(246.2)
(63.9)
Adjusted gold revenue after revenue protection programme A1 3,945.1
2,581.4
Gold stream revenue
(6.5)
(4.5)
Stream adjusted realised gold price after revenue protection A2 3,938.6
2,576.9
Ounces sold in the period B1
1,216,153
1,098,952
Ounces sold under the gold stream
(9,400)
(9,400)
Stream adjusted ounces sold B2 1,206,753
1,089,552
Realised gold price on adjusted gold revenue, per ounce
sold A1/B1 3,244
2,349
Stream adjusted realised gold price on adjusted gold
revenue, per ounce sold A2/B2 3,264
2,365
Realised gold price reflecting adjustment for LBMA
averaging programme, per ounce sold A3/B1 3,446
2,407
Realised gold price on unadjusted gold revenue, per ounce
sold A4/B1 3,464
2,418
LBMA average gold price 3,432
2,386
EBITDA and adjusted EBITDA
The Group believes that, in addition to conventional measures prepared in accordance with GAAP,
certain investors use EBITDA and adjusted EBITDA to evaluate the Group’s performance and ability
to generate cash flows and service debt.
The following tables provide the illustration of the calculation of this measure, for the year ended
31 December 2025 and 31 December 2024.
YEAR ENDED
$’millions
31 December
2025
31 December
2024
Earnings before taxes 1,343.3
113.9
Add back: Depreciation and depletion
633.9
609.3
Add back: Finance costs - net
101.9
111.2
EBITDA from continuing operations 2,079.1
834.4
Add back: Impairment charge of mineral interests
193.4
199.5
Add back: Net (gain)/loss on financial instruments
1
(74.9)
66.8
Add back: Other expense
88.3
62.5
Add back: Credit loss and impairment of financial assets
23.2
151.0
Add back: Non-cash and other adjustments
2
6.5
10.4
Adjusted EBITDA from continuing operations 2,315.6
1,324.6
1. Net (gain)/loss on financial instruments excludes the realised gain/(loss) on forward contracts, gold collars and inter-quarter LBMA
averaging arrangement.
2. Non-cash and other adjustments mainly relate to non-cash fair value adjustments to inventory associated with the purchase
price allocation of SEMAFO and Teranga, abnormal operating costs and net realisable value adjustments. Non-cash and other
adjustments have been excluded in the adjusted EBITDA as they are non-recurring items which are not reflective of the
Group’s ongoing operations, as well as to be consistent with calculation of adjusted earnings.
Total cash costs and All-In Sustaining Cost
The Company reports Total Cash Costs (“TCC”) and All-In Sustaining Costs (“AISC”) per ounce
sold. The Group believes that, in addition to conventional measures prepared in accordance
withGAAP, these non-GAAP measures provide investors with transparency regarding the cost
ofproducing an ounce of gold in each period, and the AISC including those capital expenditures
that are required for sustaining the operation of the mines. Growth capital, non-sustaining
capital, exploration, abnormal operating costs, other expenses, finance costs and changes
torehabilitation provision are all specifically excluded.
By-product revenues are included as a credit to operating expenses, and are also included in non-
cash and other adjustments below. Depreciation and costs related to pre-commercial production at
the development projects are excluded from TCC and AISC, through an add-back in the calculation
ofTCC. Likewise, ounces sold during pre-commercial production at development projects are excluded
from the calculation of TCC and AISC costs per ounce. For the purposes of the Group AISC, corporate
costs are included to provide a Group-wide AISC per ounce sold while share-based expenses are
specifically excluded.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Non-GAAP measures
178 Endeavour Mining plc Annual Report 2025
The following is a reconciliation of the Group TCC and AISC for 2025 and 2024, while the Operating Review on pages 25 to 27 discusses the AISC on a mine-by-mine basis.
$’millions unless otherwise indicated
Sabodala-
Massawa Ity Houndé Mana Lafigué Other
Total
Year ended 31 December 2025
Operating expenses 239.6 292.8 226.7 234.4 186.4 —
1,179.9
Royalties 60.1 75.1 90.2 58.3 43.0 —
326.7
Non-cash and other adjustments
1
(0.7) (16.3) (2.8) (6.0) (1.2) —
(27.1)
Total Cash costs 299.0 351.6 314.1 286.7 228.2 — 1,479.5
Corporate costs — — — — — 52.7
52.7
Sustaining capital 42.5 32.8 36.5 88.0 8.2 2.3
210.3
All-in sustaining costs 341.5 384.4 350.6 374.7 236.4 55.0 1,742.5
Gold ounces sold 273,755 321,080 258,921 173,499 188,898 — 1,216,153
All-in sustaining costs per ounce sold 1,248 1,197 1,354 2,160 1,251 45 1,433
Total Cash costs per ounce sold 1,092 1,095 1,213 1,653 1,208 — 1,216
Year ended 31 December 2024
Operating expenses 215.5 266.0 267.8 202.5 55.6 —
1,007.4
Royalties 31.1 53.8 61.6 28.6 15.4 —
190.5
Pre-commercial production costs
2
(15.5) — — — (4.1) —
(19.6)
Non-cash and other adjustments
1
(0.2) (13.8) (7.3) (7.2) (0.5) —
(29.0)
Total Cash costs 230.9 306.0 322.1 223.9 66.4 — 1,149.3
Corporate costs — — — — — 47.3
47.3
Sustaining capital 25.3 9.8 49.5 33.5 6.0 1.9
126.0
All-in sustaining costs 256.2 315.8 371.6 257.4 72.4 49.2 1,322.6
Gold ounces sold 229,881 343,809 287,220 147,924 90,118 —
1,098,952
Gold ounces sold from pre-commercial operations (8,687) — — — (4,377) —
(13,064)
Gold ounces sold - adjusted 221,194 343,809 287,220 147,924 85,741 — 1,085,888
All-in sustaining costs per ounce sold 1,158 919 1,294 1,740 844 — 1,218
Total Cash costs per ounce sold 1,044 890 1,121 1,514 774 — 1,058
1. Non-cash and other adjustments relate primarily to non-cash fair value adjustments to inventory associated with the purchase price allocation of SEMAFO and Teranga, net realisable value adjustments and adjustment for revenue from silver sales and by-product revenues.
2. Relates to pre-commercial production at Sabodala-Massawa BIOX Expansion and Lafigué mine.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Non-GAAP measures
Continued
179 Endeavour Mining plc Annual Report 2025
Capital expenditure
The Company’s all-in-sustaining costs include sustaining capital expenditures which management
has defined as those capital expenditures related to producing and selling gold from its ongoing
mine operations. Non-sustaining capital is capital expenditure related to major projects or
expansions at existing operations where management believes that these projects will materially
benefit the operations.
Capital expenditures at growth projects are those capital expenditures incurred at new projects.
The distinction between sustaining and non-sustaining capital is based on the Company’s
capitalisation policies and considers general guidelines set out by the World Gold Council.
This non-GAAP measure provides investors with transparency regarding the capital costs
requiredtosupport the ongoing operations at its mines, relative to its total capital expenditures.
Readers should be aware that these measures do not have a standardised meaning and other
companies may classify expenditures in a different manner.
It is intended to provide additional information and should not be considered in isolation, or as
asubstitute for measures of performance prepared in accordance with IFRS.
See below a reconciliation by mine site of total capital additions incurred for 2025 and 2024.
$’millions
Sabodala-
Massawa Ity Houndé Mana Lafigué Other
Total
Year ended 31 December 2025
Sustaining capital 42.5 32.8 36.5 88.0 8.2 2.3
210.3
Non-sustaining capital 35.0 23.5 95.2 17.8 80.0 3.8
255.3
Non-cash additions to leased assets — 1.7 1.4 66.2 13.0 —
82.3
Payments for sustaining leases — (5.1) (0.6) (20.3) (4.0) (2.3)
(32.3)
Non-sustaining exploration 13.8 9.5 6.2 2.7 0.8 25.4
58.4
Growth projects — — — — — 32.4
32.4
Total capital additions 91.3 62.4 138.7 154.4 98.0 61.6 606.4
Year ended 31 December 2024
Sustaining capital 25.3 9.8 49.5 33.5 6.0 1.9
126.0
Non-sustaining capital 74.0 64.6 9.6 58.7 12.4 5.6
224.9
Non-cash additions to leased assets — 4.7 — 21.1 2.5 0.9
29.2
Payments for sustaining leases — (4.4) (0.6) (15.4) (0.7) (1.9)
(23.0)
Non-sustaining exploration 20.8 5.3 5.6 1.0 0.1 34.8
67.6
Growth projects 66.4 — — — 170.4 14.7
251.5
Total capital additions 186.5 80.0 64.1 98.9 190.7 56.0 676.2
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Non-GAAP measures
Continued
180 Endeavour Mining plc Annual Report 2025
Adjusted net earnings and adjusted earnings per share
Net losses have been adjusted for items considered exceptional or unusual in nature and not
related to Endeavour’s core operation of mining assets or reflective of current operations.
Thepresentation of adjusted net earnings may assist investors and analysts to understand the
underlying operating performance of our core mining business. However, adjusted net earnings and
adjusted net earnings per share do not have a standard meaning under IFRS. They should not be
considered in isolation, or as a substitute for measures of performance prepared in accordance with
IFRS and are not necessarily indicative of earnings from mine operations, earnings, or cash flow
from operations as determined under IFRS.
The following table reconciles these non-GAAP measures to the most directly comparable
IFRSmeasure.
YEAR ENDED
$’millions unless otherwise indicated
31 December
2025
31 December
2024
Total net and comprehensive earnings/(loss) 889.1 (240.9)
Net loss from discontinued operations — 6.3
Impairment charge on mineral interests 193.4 199.5
Net (gain)/loss on financial instruments
1
(74.9) 66.8
Other expenses 88.3 62.5
Credit loss and impairment of financial assets 23.2 151.0
Non-cash, tax and other adjustments
2
(118.2) 55.2
Adjusted net earnings 1,000.9 300.4
Attributable to non-controlling interests
3
219.0 73.1
Attributable to shareholders of the Company 781.9 227.3
Weighted average number of shares issued and outstanding 242.3 244.8
Adjusted net earnings from continuing operations per basic
share 3.23 0.93
1. Net loss/(gain) on financial instruments excludes the realised gain/(loss) on forward contracts, gold collars and inter-quarter
LBMA averaging arrangement.
2. Non-cash, tax and other adjustments mainly relate to the impact of the foreign exchange remeasurement of deferred tax
balances and non-cash fair value adjustments to inventory associated with the purchase price allocation of Teranga and
reversal of deferred tax balance following the impairment of Bantou exploration properties.
3. Adjusted net earnings attributable to non-controlling interests is equal to adjusted net earnings from continuing operations
attributable to non-controlling interests, which on average is approximately 13% for the Company’s operating mines
(2024:11%).
Net debt and net debt/adjusted EBITDA
The Group is reporting net debt and net debt/adjusted EBITDA for the trailing 12 months (“LTM”)
ratio. This non-GAAP measure provides investors with transparency regarding the liquidity position
ofthe Group. It is intended to provide additional information and should not be considered in
isolation or as a substitute for measures of performance prepared in accordance with GAAP.
YEAR ENDED
$’millions unless otherwise indicated
31 December
2025
31 December
2024
Cash and cash equivalents (453.3) (397.3)
Less: Drawn portion of Lafigué financing
1
110.8 133.2
Less: Drawn portion of Sabodala-Massawa term loan
1
— 12.6
Less: Principal amount of Senior Notes
1
500.0 500.0
Less: Drawn portion of Revolving Credit Facility
1
— 470.0
Less: Drawn portion of overdraft facility — 13.1
Net debt
2
157.5 731.6
Trailing twelve month adjusted EBITDA
2
2,315.6 1,324.6
Net debt : adjusted EBITDA LTM ratio
2
0.07 0.55
1. Presented at face value.
2. Trailing 12-month adjusted EBITDA is calculated using adjusted EBITDA as reported in prior periods for each quarter prior to
the fourth quarter of 2025.
The above table explains the calculation of net debt/adjusted EBITDA LTM ratio using the last
12months of adjusted EBITDA.
The following table reconciles these non-GAAP measures to the most directly comparable
IFRSmeasure.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Non-GAAP measures
Continued
181 Endeavour Mining plc Annual Report 2025
Operating cash flow and operating cash flow per share
The Company uses operating cash flow and operating cash flow per share as a measure of its
ability to both generate cash and manage liquid resources. The calculation of operating cash flow
per share, divides operating cash flows by the weighted average number of outstanding shares.
YEAR ENDED
$’millions unless otherwise indicated
31 December
2025
31 December
2024
Cash generated from operating activities by all operations 1,663.7 943.3
Cash used by operating activities by discontinued operations — 6.3
Cash generated from operating activities by continuing operations 1,663.7 949.6
Changes in working capital from continuing operations 243.7 2.1
Operating cash flows before working capital from continuing
operations 1,907.4 951.7
Divided by weighted average number of outstanding shares, in millions 242.3 244.8
Operating cash flow per share from all operations $6.87 $3.85
Operating cash flow per share from continuing operations $6.87 $3.88
Operating cash flow per share before working capital from continuing
operations $7.87 $3.89
Free cash flow and free cash flow per share
The Company believes that, in addition to conventional measures prepared in accordance with
GAAP, certain investors use free cash flow and free cash flow per share to evaluate the Company’s
ability to generate cash flows and operate without reliance on additional borrowing or usage of
existing cash. It is also an indication of the cash that can be used for shareholder returns, reducing
debt and other investing/financing activities.
YEAR ENDED
$’millions unless otherwise indicated
31 December
2025
31 December
2024
Cash generated from operating activities 1,663.7 943.3
Cash used in investing activities (507.8) (630.0)
Free cash flow generated 1,155.9 313.3
Free cash flow per share $4.77 $1.28
The Company calculates free cash flow as cash generated from operating activities, minus cash used in
investing activities. Free cash flow does not have a standardised meaning as prescribed under IFRS and
should not be considered in isolation or as a substitute for measures of performance prepared in
accordance with IFRS. Other companies may calculate free cash flow differently. The following table
reconciles these non-GAAP measures to the most directly comparable IFRS measure.
Return on capital employed
The Company uses return on capital employed (“ROCE”) as a measure of long-term operating
performance to measure how effectively management utilises the capital it has been provided.
Thecalculation of ROCE, expressed as a percentage, is adjusted EBIT (based on adjusted EBITDA
calculated above adjusted to include adjusted EBITDA from discontinued operations) divided by
theaverage of the opening and closing capital employed for the 12 months preceding the period
end. Capital employed is calculated as total equity of the Group adjusted by net debt as
determinedabove.
YEAR ENDED
$’millions unless otherwise indicated
31 December
2025
31 December
2024
Trailing twelve month adjusted EBITDA
1
2,315.6 1,324.6
Depreciation and amortisation (633.9) (609.3)
Adjusted EBIT (A) 1,681.7 715.3
Opening capital employed (B) 3,724.5 4,103.3
Total equity 3,418.1 2,992.9
Net debt 157.5 731.6
Closing capital employed (C) 3,575.6 3,724.5
Average capital employed (D)=(B+C)/2 3,650.1 3,913.9
ROCE (A)/(D) 46% 18%
1. Trailing 12-month adjusted EBITDA is calculated using adjusted EBITDA as reported in prior periods for each quarter prior to
the fourth quarter of 2025.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Non-GAAP measures
Continued
182 Endeavour Mining plc Annual Report 2025
Houndé Mine (85% owned)
Proven Reserves 2.4 1.10 85 2.0 1.10 72
Probable Reserves 39.5 1.43 1,811 33.6 1.43 1,539
P&P Reserves 41.9 1.41 1,896 35.6 1.41 1,612
Measured Resource 2.4 1.11 85 2.0 1.11 73
Indicated Resources 54.6 1.46 2,553 46.4 1.45 2,170
M&I Resources 57.0 1.44 2,639 48.4 1.44 2,243
Inferred Resources 9.2 1.54 453 7.8 1.54 385
Ity Mine (85% owned except 90% owned Le Plaque area)
Proven Reserves 12.3 0.95 374 10.4 0.95 318
Probable Reserves 64.6 1.35 2,803 55.2 1.35 2,396
P&P Reserves 76.9 1.28 3,177 65.6 1.28 2,714
Measured Resource 12.2 0.94 369 10.4 0.94 314
Indicated Resources 107.2 1.48 5,114 91.3 1.48 4,366
M&I Resources 119.4 1.43 5,483 101.7 1.43 4,680
Inferred Resources 11.2 1.56 560 9.5 1.56 476
Mana Mine (85% owned)
Proven Reserves 2.6 2.73 224 2.2 2.73 191
Probable Reserves 5.0 2.36 378 4.2 2.36 321
P&P Reserves 7.5 2.49 603 6.4 2.49 512
Measured Resource 4.5 3.45 502 3.8 3.45 426
Indicated Resources 7.0 3.11 695 5.9 3.11 591
M&I Resources 11.5 3.24 1,196 9.8 3.24 1,017
Inferred Resources 8.7 3.16 884 7.4 3.16 752
ON A 100% BASIS
ON AN ATTRIBUTABLE BASIS
Resources shown
inclusive of Reserves
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
Sabodala-Massawa Complex
(90% owned)
Proven Reserves 14.8 1.12 531 13.3 1.12 478
Probable Reserves 28.0 2.48 2,237 25.2 2.48 2,014
P&P Reserves 42.8 2.01 2,768 38.5 2.01 2,491
Measured Resource 16.9 1.21 661 15.2 1.21 595
Indicated Resources 63.1 2.23 4,529 56.8 2.23 4,076
M&I Resources 80.0 2.02 5,190 72.0 2.02 4,671
Inferred Resources 27.2 2.02 1,766 24.5 2.02 1,589
Bantou (90% owned except 81% owned Karankasso)
Proven Reserves — — — — — —
Probable Reserves — — — — — —
P&P Reserves — — — — — —
Measured Resource — — — — — —
Indicated Resources 18.1 1.22 707 16.3 1.22 637
M&I Resources 18.1 1.22 707 16.3 1.22 637
Inferred Resources 16.2 2.24 1,167 13.4 2.28 986
Lafigué (80% owned)
Proven Reserves 12.6 1.19 479 10.0 1.19 383
Probable Reserves 27.5 1.63 1,446 22.0 1.63 1,157
P&P Reserves 40.1 1.49 1,926 32.1 1.49 1,541
Measured Resource 12.2 1.40 546 9.7 1.40 437
Indicated Resources 26.0 2.07 1,731 20.8 2.07 1,385
M&I Resources 38.1 1.86 2,277 30.5 1.86 1,822
Inferred Resources 3.4 2.12 230 2.7 2.12 184
ON A 100% BASIS
ON AN ATTRIBUTABLE BASIS
Resources shown
inclusive of Reserves
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Detailed Reserves and Resources
183 Endeavour Mining plc Annual Report 2025
Kalana Project (80% owned)
Proven Reserves — — — — — —
Probable Reserves 35.6 1.60 1,829 28.5 1.60 1,463
P&P Reserves 35.6 1.60 1,829 28.5 1.60 1,463
Measured Resource — — — — — —
Indicated Resources 46.0 1.57 2,318 36.8 1.57 1,854
M&I Resources 46.0 1.57 2,318 36.8 1.57 1,854
Inferred Resources 4.6 1.67 244 3.6 1.67 195
Nabanga (90% owned)
Proven Reserves — — — — — —
Probable Reserves — — — — — —
P&P Reserves — — — — — —
Measured Resource — — — — — —
Indicated Resources — — — — — —
M&I Resources — — — — — —
Inferred Resources 3.9 6.91 868 3.5 6.91 781
Assafou (100% owned)
Proven Reserves 21.5 1.87 1,295 21.5 1.87 1,295
Probable Reserves 55.9 1.72 3,085 55.9 1.72 3,085
P&P Reserves 77.4 1.76 4,379 77.4 1.76 4,379
Measured Resource 20.8 2.05 1,367 20.8 2.05 1,367
Indicated Resources 64.0 1.86 3,837 64.0 1.86 3,837
M&I Resources 84.8 1.91 5,203 84.8 1.91 5,203
Inferred Resources 1.9 2.00 122 1.9 2.00 122
Total - Endeavour Mining
Proven Reserves 66.1 1.41 2,988 59.5 1.43 2,737
Probable Reserves 256.1 1.65 13,589 224.5 1.66 11,975
P&P Reserves 322.2 1.60 16,577 284.1 1.61 14,712
Measured Resource 69.0 1.59 3,530 62.0 1.61 3,212
Indicated Resources 385.9 1.73 21,483 338.2 1.74 18,915
M&I Resources 454.9 1.71 25,013 400.2 1.72 22,126
Inferred Resources 86.2 2.27 6,295 74.4 2.29 5,472
ON A 100% BASIS
ON AN ATTRIBUTABLE BASIS
Resources shown
inclusive of Reserves
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
1
Reserves and Resources are shown for continuing operations. The mineral Reserves and
Resources were estimated as at December 31, 2025 with the provisions adopted by the Canadian
Institute of Mining Metallurgy and Petroleum (CIM) and incorporated into the NI 43-101. The
Qualified Persons responsible for the mineral Reserve and Resource estimated are detailed in the
following tables.
Note: Reserves and Resources are shown for continuing operations. The mineral Reserves and
Resources were estimated as at 31 December 2025 with the provisions adopted by the Canadian
Institute of Mining Metallurgy and Petroleum (CIM) and incorporated into the NI 43-101. The
Qualified Persons responsible for the mineral Reserve and Resource estimated are detailed in the
following tables.
Mineral resources
QUALIFIED PERSON POSITION PROPERTY/DEPOSIT
Kevin Harris, CPG VP Resources, Endeavour
Mining plc
Ity, Houndé (Kari Pump, Vindaloo Main),
Bantou, Assafou (Assafou and Pala 3),
Helen Oliver, FGS,
CGeol
Group Resource Geologist,
Endeavour Mining plc
Houndé; (Kari West, Kari Center-South,
Vindaloo South, Dafra (Vindaloo North 3,
Dafra NE), Vindaloo SE, Koho, Mambo;
Kalana (TSF); Sabodala-Massawa
(Kerekounda (UG), Goumbati West-
Kobokoto, Kiesta (A&C), Niakafiri East,
Niakafiri West, Kerekounda East, Soukhoto,
Delya, Tina, Samina, Kawsara, Makana 1)
Joseph Hirst, FGS,
CGeol
Group Resource Geologist,
Endeavour Mining plc
Mana (Wona-Kona UG, Siou UG); Sabodala-
Massawa (Golouma (UG), Masoto,
Mamasoto, Sabodala, Maki Medina,
Marougou, Massawa CZ, Massawa NZ)
Janine Fleming,
FGSSA, PrSciNat
Senior Resource Estimation
Manager, Endeavour Mining
plc
Lafigué
Paul Blackney,
MAusIMM, MAIG
Principal Consultant,
Datamine Australia Pty. Ltd.
(Snowden Optiro)
Kalana Project (Kalana and Kalanako)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Detailed Reserves and Resources
Continued
184 Endeavour Mining plc Annual Report 2025
Mineral reserves
QUALIFIED PERSON POSITION PROPERTY/DEPOSIT
Salih Ramazan,
FAusIMM
Vice President, Mine Planning,
Endeavour Mining plc
Ity, Houndé, Sabodala-Massawa (OP),
Lafigué
Petre Florea, PR. Eng. Mine Planning Manager,
Operations and ESG.
Mana (Wona-Kona UG, Siou UG)
Francois Taljaard,
SAIMM, Pr.Eng
Principal Consultant (Mining
Engineering), SRK (UK)
Assafou-Dibibango Project
Cameron Rees,
FAusIMM
Director and Principal Mining
Engineer - CCR Mining
Engineering Pty Ltd.
Sabodala-Massawa (Golouma and
Kerekounda UG)
Allan Earl, FAusIMM Executive Consultant,
Datamine Australia Pty. Ltd.
(Snowden Optiro)
Kalana Project
1. The mineral resources and mineral reserves have been estimated and reported in accordance
with Canadian National Instrument 43-101, 'Standards of Disclosure for Mineral Projects' and
the CIM Definition Standards adopted by CIM Council on 10 May 2014, as well as the CIM
Estimation of Mineral Resources & Mineral Reserves Best Practice Guidelines as also adopted
on 29 November 2019.
2. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
3. All 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 1,000oz. Rounding may result in apparent
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 and are a function of many factors including: pit material types,
mineralogy and chemistry of the ore. The overall average recoveries are around 89% at
Sabodala, 90% at Houndé, 87% at Ity, 88% at Mana, and 95% at Lafigué. The average
processing recoveries at the development projects is Kalana at 90% and Assafou at 90%.
7. The Assafou project is currently 100% owned. Ownership (and attributable Mineral Resource and
Mineral Reserves) will change to reflect the Government of Côte d'Ivoire’s minority interest
ownership after the project company is incorporated for the exploitation phase with State
participation in accordance with Cote d’Ivoire law.
8. The reporting of mineral reserves and resources are based on a gold price as detailed below:
Au price $/oz HOUNDÉ ITY MANA
SABODALA-
MASSAWA LAFIGUÉ ASSAFOU KALANA
2025 Reserves
1,900 1,900 1,900 1,900 1,900 1,500 1,900
2024 Reserves
1,500 1,500 1,500 1,500 1,500 1,500 1,500
2025 Resources
2,100 2,100 2,100 2,100 2,100 1,900 1,900
2024 Resources
1,900 1,900 1,900 1,900 1,500 1,900 1,500
1
Reserves have been optimised at a gold price of $1,500/oz with cut-off grades and cash flow
generated at a gold price of $1,900/oz.
2
Reserves have been optimised at a gold price and cut-off
grades of $1,500/oz with cash flow generated at a gold price of $1,900/oz.
Cut-off grades for the Mineral Resources are as follows:
a) Houndé: at 0.40g/t Au
b) Ity: at 0.40g/t Au
c) Sabodala-Massawa: open pit from 0.40g/t to 1.00g/t Au. Underground from 2.00g/t to
2.20g/t Au ($1,900 Basis)
d) Mana UG: 1.8g/t Au for Siou and 2.0 g/t Au at Wona;.
e) Lafigué: all 0.40g/t Au
f) Kalana: all 0.50/t Au, 0.0g/t Au for TSF
g) Bantou: from 0.43g/t Au to 0.86g/t Au
h) Nabanga: at 3.00g/t Au
i) Assafou: at 0.40 g/t Au
Cut-off grades for the Mineral Reserves are as follows:
a. Houndé: Oxide and Transitional 0.4 to 0.7; Fresh: 0.5 to 0.6 except Mambo 1.0:
b. ITY: Oxide: 0.4, Transitional and Fresh: 0.4 to 0.6
c. SGO SWOLP: Oxide: 0.5 to 0.8, Transitional: 0.6 to 1.0, Fresh: 0.6 to 0.8
d. SGO SSTP: Transitional (RedTrans): CZ: 1.7, NZ: 1.4, Delya (Main & South): 1.0, Samina:
1.1
e. SGO SSTP: Fresh (all): 1.3
f. SGO UG: Golouma: 2.8, and Kerekounda: 2.6 ($1,500 Basis)
g. Lafigué: All weathering types: 0.4
h. Mana: Siou North: 2.80, Siou South: 2.90, Wona: 2.60
i. Kalana and Kalanako OP: oxide: 0.40 g/t Au; transitional: 0.5 g/t Au; fresh: 0.60 g/t Au,
0.0 g/t Au for TSF ; and
j. ADP: laterite/oxide/transitional: 0.40 g/t Au; fresh: 0.50 g/t Au
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Detailed Reserves and Resources
Continued
185 Endeavour Mining plc Annual Report 2025
Reserves and resources: Year-on-year comparison
Houndé Mine (85% owned)
Proven Reserves 2.4 1.10 85 2.6 1.06 90
Probable Reserves 39.5 1.43 1,811 55.9 1.42 2,554
P&P Reserves 41.9 1.41 1,896 58.5 1.41 2,643
Measured Resources 2.4 1.11 85 2.6 1.07 91
Indicated Resources 54.6 1.45 2,553 64.8 1.53 3,182
M&I Resources 57.0 1.44 2,639 67.5 1.51 3,273
Inferred Resources 9.2 1.54 453 6.8 1.50 327
Ity Mine (85% owned except
90% owned Le Plaque area)
Proven Reserves 12.3 0.95 374 11.3 0.91 331
Probable Reserves 64.6 1.35 2,803 67.3 1.49 3,222
P&P Reserves 76.9 1.28 3,177 78.6 1.41 3,553
Measured Resources 12.2 0.94 369 11.4 0.91 331
Indicated Resources 107.2 1.48 5,114 97.8 1.62 5,093
M&I Resources 119.4 1.43 5,483 109.1 1.55 5,423
Inferred Resources 11.2 1.56 560 9.1 1.59 467
Mana Mine (85% owned)
Proven Reserves 2.6 2.73 224 1.1 2.88 100
Probable Reserves 5.0 2.36 378 6.5 2.77 577
P&P Reserves 7.5 2.49 603 7.6 2.79 678
Measured Resources 4.5 3.45 502 3.0 3.51 334
Indicated Resources 7.0 3.11 695 13.0 3.32 1,388
M&I Resources 11.5 3.24 1,196 15.9 3.36 1,721
Inferred Resources 8.7 3.16 884 8.5 3.51 959
As at 31 December 2025
As at 31 December 2024
Resources shown
inclusive of Reserves, on a 100% basis
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
Sabodala-Massawa Complex
(90% owned)
Proven Reserves 14.8 1.12 531 16.7 1.02 549
Probable Reserves 28.0 2.48 2,237 33.9 2.49 2,711
P&P Reserves 42.8 2.01 2,768 50.7 2.00 3,260
Measured Resources 16.9 1.21 661 19.9 1.13 724
Indicated Resources 63.1 2.23 4,529 60.5 2.29 4,463
M&I Resources 80.0 2.02 5,190 80.4 2.01 5,186
Inferred Resources 27.2 2.02 1,766 20.4 2.01 1,322
Bantou (90% owned except
81% owned Karankasso)
Proven Reserves — — — — — —
Probable Reserves — — — — — —
P&P Reserves — — — — — —
Measured Resources — — — — — —
Indicated Resources 18.1 1.22 707 18.1 1.22 707
M&I Resources 18.1 1.22 707 18.1 1.22 707
Inferred Resources 16.2 2.24 1,167 16.2 2.24 1,167
Lafigué(80% owned)
Proven Reserves 12.6 1.19 479 3.0 0.94 90
Probable Reserves 27.5 1.63 1,446 41.4 1.70 2,267
P&P Reserves 40.1 1.49 1,926 44.4 1.65 2,357
Measured Resources 12.2 1.40 546 3.0 0.94 90
Indicated Resources 26.0 2.07 1,731 43.2 2.03 2,813
M&I Resources 38.1 1.86 2,277 46.2 1.95 2,903
Inferred Resources 3.4 2.12 230 4.0 1.38 177
As at 31 December 2025
As at 31 December 2024
Resources shown
inclusive of Reserves, on a 100% basis
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Detailed Reserves and Resources
Continued
186 Endeavour Mining plc Annual Report 2025
Kalana Project (80% owned)
Proven Reserves — — — — — —
Probable Reserves 35.6 1.60 1,829 35.6 1.60 1,829
P&P Reserves 35.6 1.60 1,829 35.6 1.60 1,829
Measured Resources — — — — — —
Indicated Resources 46.0 1.57 2,318 46.0 1.57 2,318
M&I Resources 46.0 1.57 2,318 46.0 1.57 2,318
Inferred Resources 4.6 1.67 244 4.6 1.67 245
Nabanga (90% owned)
Proven Reserves — — — — — —
Probable Reserves — — — — — —
P&P Reserves — — — — — —
Measured Resources — — — — — —
Indicated Resources — — — — — —
M&I Resources — — — — — —
Inferred Resources 3.9 6.91 868 3.9 6.91 868
Assafou (100% owned)
Proven Reserves 21.5 1.87 1,295 — — —
Probable Reserves 55.9 1.72 3,085 72.8 1.76 4,115
P&P Reserves 77.4 1.76 4,379 72.8 1.76 4,115
Measured Resources 20.8 2.05 1,367 — — —
Indicated Resources 64.0 1.86 3,837 73.6 1.95 4,604
M&I Resources 84.8 1.91 5,203 73.6 1.95 4,604
Inferred Resources 1.9 2.00 122 3.3 1.97 208
Group Total
Proven Reserves 66.1 1.41 2,988 34.8 1.04 1,160
Probable Reserves 256.1 1.65 13,589 313.3 1.71 17,274
P&P Reserves 322.2 1.60 16,577 348.1 1.65 18,434
Measured Resources 69.0 1.59 3,530 39.8 1.23 1,569
Indicated Resources 385.9 1.73 21,483 417.0 1.83 24,567
M&I Resources 454.9 1.71 25,013 456.8 1.78 26,136
Inferred Resources 86.2 2.27 6,295 76.8 2.33 5,740
As at 31 December 2025
As at 31 December 2024
Resources shown
inclusive of Reserves, on a 100% basis
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
Tonnage
(Mt)
Grade
(Au g/t)
Content
(Au koz)
1.
1. Notes for the year ended 31 December 2025 are available in the section above. Notes for the year ended 31 December 2024
are available in the press release dated 06 March 2025.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Detailed Reserves and Resources
Continued
187 Endeavour Mining plc Annual Report 2025
This document contains "forward-looking statements" within the meaning of applicable securities
laws. All statements, other than statements of historical fact, are "forward-looking statements",
including but not limited to, statements with respect to Endeavour's plans and operating
performance, the estimation of mineral reserves and resources, the timing and amount of estimated
future production, costs of future production, future capital expenditures, the success of exploration
activities, the anticipated timing for the payment of a shareholder dividend and statements with
respect to future dividends payable to the Company’s shareholders, the completion of studies, mine
life and any potential extensions, the future price of gold and the share buyback programme.
Generally, these forward-looking statements can be identified by the use of forward-looking
terminology such as "expects", "expected", "budgeted", "forecasts", "anticipates", "believes",
"plan", "target", "opportunities", "objective", "assume", "intention", "goal", "continue",
"estimate", "potential", "strategy", "future", "aim", "may", "will", "can", "could", "would" and
similar expressions.
Forward-looking statements, while based on management's reasonable estimates, projections and
assumptions at the date the statements are made, are subject to risks and uncertainties that may
cause actual results to be materially different from those expressed or implied by such forward-
looking statements, including but not limited to: risks related to the successful completion of
divestitures; risks related to international operations; risks related to general economic conditions
and the impact of credit availability on the timing of cash flows and the values of assets and
liabilities based on projected future cash flows; Endeavour’s financial results, cash flows and future
prospects being consistent with Endeavour expectations in amounts sufficient to permit sustained
dividend payments; the completion of studies on the timelines currently expected, and the results of
those studies being consistent with Endeavour’s current expectations; actual results of current
exploration activities; production and cost of sales forecasts for Endeavour meeting expectations;
unanticipated reclamation expenses; changes in project parameters as plans continue to be refined;
fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates;
increases in market prices of mining consumables; possible variations in ore reserves, grade or
recovery rates; failure of plant, equipment or processes to operate as anticipated; extreme weather
events, natural disasters, supply disruptions, power disruptions, accidents, pit wall slides, labour
disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining
industry; delays in the completion of development or construction activities; changes in national and
local government legislation, regulation of mining operations, tax rules and regulations and changes
in the administration of laws, policies and practices in the jurisdictions in which Endeavour
operates; disputes, litigation, regulatory proceedings and audits; adverse political and economic
developments in countries in which Endeavour operates, including but not limited to acts of war,
terrorism, sabotage, civil disturbances, non-renewal of key licences by government authorities, or
the expropriation or nationalisation of any of Endeavour’s property; risks associated with illegal and
artisanal mining; environmental hazards; climate-related physical and transition risks; the availability
and performance of emissions-reduction and renewable energy technologies; changes in climate-
related disclosure requirements or ESG-related regulation; evolving stakeholder expectations; the
reliability and accuracy of ESG-related data (including greenhouse gas emissions estimates,
particularly Scope 3 emissions); reliance on third-party information, contractors and suppliers for
ESG metrics; and the Company’s ability to achieve ESG-related targets or ambitions; and risks
associated with new diseases, epidemics and pandemics.
Although Endeavour has attempted to identify important factors that could cause actual results to
differ materially from those contained in forward-looking statements, there may be other factors that
cause results not to be as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place undue reliance on
forward-looking statements. Please refer to Endeavour's most recent Annual Information Form filed
under its profile at www.sedarplus.ca for further information respecting the risks affecting Endeavour
and its business.
ESG-related disclosures are inherently subject to measurement uncertainties and methodological
limitations. Certain ESG metrics, including greenhouse gas emissions, climate scenario analysis,
biodiversity impacts and supply chain data, are based on evolving standards, estimates,
assumptions and third-party information, and may not have the same degree of accuracy,
comparability or assurance as financial information prepared in accordance with IFRS. As ESG
reporting frameworks and regulatory requirements in the United Kingdom and Canada continue to
develop, the Company may revise or update its methodologies, baselines or disclosures in future
reporting periods.
The declaration and payment of future dividends and the amount of any such dividends will be
subject to the determination of the Board of Directors, in its sole and absolute discretion, taking
into account, among other things, economic conditions, business performance, financial condition,
growth plans, expected capital requirements, compliance with the Company's constating
documents, all applicable laws, including the rules and policies of any applicable stock exchange,
as well as any contractual restrictions on such dividends, including any agreements entered into
with lenders to the Company, and any other factors that the Board of Directors deems appropriate
at the relevant time. There can be no assurance that any dividends will be paid at the intended rate
or at all in the future.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Cautionary note on forward-looking statements
188 Endeavour Mining plc Annual Report 2025
Abbreviations and units of measurement
ABC Anti-Bribery and Corruption
AGM Annual general meeting
APM Alternative performance measure
AISC All-in sustaining cost
au Chemical symbol for gold
BEV Battery electric vehicles
CGU Cash-generating unit
DFS Definitive feasibility study
DSU Deferred share unit
DTR Disclosure guidance and transparency rules
EBIT Earnings before interest and tax
EBITDA Earnings before interest, tax, depreciation and amortisation
EBT Employee Benefits Trust
ESG Environmental, Social and Governance
FCA Financial conduct authority
FTSE Financial times stock exchange
FVLCD Fair value less cost of disposal
GHG Greenhouse gas emissions
GRI Global reporting initiative
HFI Historical financial information
HFO Heavy fuel oil
HSE Health, safety and environment
ICMC The international cyanide management code
IFC International finance corporation
IFRS International Financial Reporting Standards
ISO International organisation for standardisation
IUCN International union for conservation of nature
KPI Key performance indicator
LFI Light fuel oil
LoM Life of mine
LPRM Local procurement reporting mechanism
LTI Lost time injury
LTIFR Lost time injury frequency rate
LTIP Long-term incentive plan
M&I Resources Measured and indicated resources
N/A Not applicable
NCIB Normal course issuer bid
NEO Named executive office
OCI Other comprehensive income
OHS Occupational health and safety
P&P Reserves Proven and probable reserves
PSU Performance share unit
RGPM Responsible gold mining principles
ROCE Return on capital employed
SARL, S.à r.l. Société à responsabilité limitée (“private company with limited responsibility”)
SASB Sustainability accounting standards board
SFTP Société de Forage et des Travaux Publics - Mining Contractor
SME Small and medium-sized enterprise
SPI Schedule performance index
STIP Short-term incentive plan
TCFD The Task Force on Climate-Related Financial Disclosures
TNFD The Taskforce on Nature-Related Financial Disclosures
TRIFR Total recordable injury frequency rate
TSF Tailings storage facility
TSR Total shareholder return
UK Code The UK Corporate Governance Code 2024
g/t grams per tonne
km Kilometres
Koz Thousand ounces
Kt Thousand tonnes
Ktpa Thousand tonnes per annum
m Metres
Moz Million ounces
Mt Million tonnes
Mtpa Million tonnes per annum
Oz Ounce (31.1035g)
t Tonne (1,000 kg)
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Glossary
189 Endeavour Mining plc Annual Report 2025
Definitions
Adjusted EBITDA EBITDA adjusted for non-recurring items which are not reflective
ofthe Company’s ongoing operations.
Adjusted Net Earnings per
share attributable to
shareholders
Total net and comprehensive earnings adjusted for non-recurring
items which are not reflective of the Company’s ongoing
operations divided by weighted average shares outstanding
duringthe year.
Adjusted Net Earnings
attributable to Shareholders
Total net and comprehensive earnings adjusted for non-
recurringitems which are not reflective of the Company’s
ongoingoperations.
All-in sustaining cost Operating costs and capital expenditures required to sustain
current operations on an ongoing basis.
Alternative Performance
Measures
This Management Report as well as the Company’s other
disclosures contain multiple non-GAAP measures, which the
Company believes that, in addition to conventional measures
prepared in accordance with GAAP, certain investors use to
assess the performance of the Company. These do not have
astandard meaning and are intended to provide additional
information which are not necessarily comparable with similar
measures used by other companies and should not be
considered in isolation or as a substitute for measures of
performance prepared in accordance with GAAP.
Assay waste Waste from a chemical test performed on a sample of any
material to determine the amount of valuable metals contained
inthe sample.
Biofuel A renewable fuel made from an organic matter (biomass).
BIOX Process for the treatment of refractory gold concentrates.
Brownfield Exploration Exploration activities in the areas around an existing mine, where
the Group has substantial knowledge about the mineral deposit
and has constructed the infrastructure and/or processing
facilities needed to exploit the additional resources that it
expectsto find.
Canadian National Policy
58-201
Canadian non-prescriptive guidelines on corporate
governancepractices.
Capital Employed Total assets less current liabilities.
Cash costs Operating expenses from mine operations adjusted for non-
cashitems.
Carbon in Leach A technological operation in which slurry containing gold is
leached by cyanide in the presence of activated carbon.
Company Endeavour Mining plc
Definitive feasibility study The DFS is expected to align to the NI 43-101 Canadian Institute
of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards
of a Feasibility Study, inline with Endeavour’s technical disclosure
and reporting requirements. The ‘Definitive’ classification is not a
prescriptive classification. The definitive feasibility study will be
based on indicated and measured mineral resource.
ECODEV An economic development fund established by the Group to
support local economic growth by promoting and investing in
thecreation of local long-term, sustainable, small and
mediumenterprises.
Endeavour Foundation The Group's primary vehicle to implement sustainability projects
at the regional and national levels in the countries it operates.
Exploration Activity ultimately aimed at discovery of ore reserves for
exploitation. Consists of sample collection and analysis, including
reconnaissance, geophysical and geochemical surveys, trenching,
drilling, etc.
Fresh Ore Simply unaltered rock beneath the transition zone.
FTSE 250 A capitalisation-weighted index consisting of the 101st to the
350th largest companies listed on the London Stock Exchange.
FTSE All FTSE All-Share Index - representing 98-99% of UK market
capitalisation, the FTSE All-Share index is the aggregation of the
FTSE 100, FTSE 250 and FTSE Small Cap Indexes.
FTSE UK The FTSE UK Index Series is designed to represent the
performance of UK companies, providing market participants
witha comprehensive and complementary set of indexes that
measure the performance of all capital and industry segments
ofthe UK equity market.
Genset Generator set referring to a generator and engine combination.
Grade The relative amount of metal in ore, expressed as grams per
tonne for precious metals and as a percentage for most
othermetals.
Group/Endeavour Endeavour Mining plc together with its subsidiaries.
Greenfield Exploration Exploration and evaluation expenditure on greenfield sites, being
those where the Group does not have any mineral deposits which
are already being mined or developed.
Global reporting initiative The independent, international organisation that helps
businesses and other organisations take responsibility for their
impacts, by providing them with the global common language to
communicate those impacts.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
REPORT
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Glossary
Continued
190 Endeavour Mining plc Annual Report 2025
Group Stakeholder
Engagement Procedure
Procedure that outlines the objectives, principles and requirements
that guide the Group's to establish an engagement with Group's
host communities, host governments, Non-Government
Organisations (“NGO”) and other local and national stakeholders.
Growth Capital Growth Capital applies to capital expenditure on new projects that
result in the construction of a new mine or a major project to
expand or significantly change the operations at an existing mine.
Heap Leach A technological operation in which crushed material is laid on
asloping, impervious pad where it is leached by a cyanide
solution to dissolve gold and/or silver.
The international cyanide
management code
A voluntary, performance driven, certification programme of
bestpractices for gold and silver mining companies and the
companies producing and transporting cyanide used in gold and
silver mining. This framework provides a mechanism of assurance
for enhancing the protection of human health and reducing the
potential for environmental impacts.
ISO 45001 An ISO standard for management systems of occupational
healthand safety. The goal of ISO 45001 is the reduction of
occupational injuries and diseases, including promoting and
protecting physical and mental health.
International union for
conservation of nature
IUCN is an international organisation working in the field of nature
conservation and sustainable use of natural resources.
Local procurement reporting
mechanism
A framework created by Mining Shared Value to support
transparency within the supply chain and standardise.
Lost Time Injury A LTI is an injury sustained on the job by an employee that results
in the loss of productive work time.
Lost time injury frequency rate The amount or number of LTIs which occurred in a given period
relative to the total number of hours. Calculated as the Number
ofLTIs in the Period x 1,000,000 / Total people hours worked for
the period.
Malaria incidence rate Malaria incidence rate is calculated as total number of malaria
cases x 1,000,000 / total people hours worked for the period.
Measured and Indicated
Resources
That part of a resource for which tonnage, grade and content can
be estimated with a reasonable level of confidence. It is based
onexploration, sampling and testing information gathered
throughappropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes. The locations are too
widely or inappropriately spaced to confirm geological and or
grade continuity but are spaced closely enough for continuity
tobe assumed.
Inferred resources That part of a resource for which tonnage, grade and content can
be estimated with a low level of confidence. It is inferred from
geological evidence and assumed but not verified geological and/
or grade continuity. It is based on information gathered through
appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes, which may be limited or
ofuncertain quality and reliability.
Normal course issuer bid A term for a public company's repurchase of its own stock in
order to cancel it.
Named executive office NEO, a disclosure requirement of applicable Canadian securities
laws which requires annual remuneration disclosure for the five
highest paid individuals in the Company, being the CEO, the CFO
and the next three highest-paid individuals.
Net Cash Net cash is the cash balance after deducting the principal amount
outstanding of long-term liabilities.
Net Debt Net debt is the balance after deducting the principal amount
outstanding of long-term liabilities from the cash balance.
Non-Sustaining Capital Costs that are primarily incurred at new operations and costs
related to major projects at existing operations where these
projects will materially benefit the operation.
Open Pit A mine that is entirely on the surface.
Ore The part of mineralisation that can be mined and processed
profitably.
Ore stacked The ore stacked for heap leach operations.
Ore Milled Ore that has been fed into a processing plant for the recovery of
gold or other metal.
Plant throughput Throughput is the quantity or amount of raw material processed
within a given time through the processing plant.
Pre-leach The pre-processing of ore before leaching.
Production The amount of gold poured.
Proven and probable reserves The economically mineable part of a measured resource, which
represents the highest confidence category of reserve estimate.
OTCQX International OTCQX means the over-the-counter stock market operated by OTC
Markets Group Inc.
OVERVIEW
STRATEGIC
REPORT
GOVERNANCE
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ADDITIONAL
INFORMATION
Glossary
Continued
191 Endeavour Mining plc Annual Report 2025
RCF Revolving credit facility agreement entered into on 5 November
2024 by the Company, in its capacity as Parent Company and
borrower. The facility was coordinated by Citibank and comprises
a syndicate of eight banks including Citibank, Bank of Montreal
who acted as the Sustainability Co-ordinator, HSBC Bank, ING
Bank, Macquarie Bank, Nedbank, Standard Bank of South Africa,
and Standard Chartered Bank.
The revolving credit facility is for a term of four years, for an
amount of $700.0 million. The revolving credit facility is a senior
unsecured obligation of the Company, is guaranteed by certain
holding company subsidiaries and pays interest quarterly in
arrears at a rate equal to the applicable reference rate plus a
margin ranging between 2.40% and 3.40% depending on leverage.
The sustainability-linked RCF integrates the core elements of
Endeavour’s sustainability strategy into its financing strategy,
specifically climate change, biodiversity and malaria, with clear
sustainability-linked performance metrics that will be measured on
an annual basis and reviewed by an independent external verifier.
Reclamation The restoration of a site after mining or exploration activity has
been completed.
Reconnaissance drilling Drilling in order to collect a rock sample, or to carry out a physical
measurement or a geological observation.
Recyanidation Process designed to reduce leaching and detox reagent
consumption, improving the quality of the tailings discharge, and
increasing gold production through higher recovery rates.
Reserves The economically mineable part of a measured and/or indicated
mineral resource.
Resources A concentration or occurrence of material of intrinsic economic
interest in or on the earth’s crust in such form, quality, and
quantity that there are reasonable prospects for eventual
economic extraction. The location, quantity, grade, geological
characteristics and continuity of resources are known, estimated,
or interpreted from specific geological evidence and knowledge.
Resources are sub-divided in order of increasing geological
confidence, into inferred, indicated, and measured categories.
Responsible gold mining
principles
A framework by World Gold Council that set out clear expectations for
consumers, investors and the downstream gold supply chain as to
what constitutes responsible gold mining.
Return on capital employed ROCE is expressed as a percentage and is calculated as Adjusted
EBIT divided by the average of the opening and closing capital
employed for the 12 months preceding the year end.
Sag Mill A semi-autogenous grinding mill, generally used as a primary or
first stage grinding solution.
Satellite pit Remotely located pit.
Senior Notes On 29 May 2025, the Company issued $500.0 million senior
notes due 2030 under Rule 144A/Regulation S, at a rate equal
to 7% per annum. The senior notes are senior unsecured
obligations of the Company, are guaranteed by certain holding
company subsidiaries, pay interest semi-annually in arrears, and
will mature on 28 October 2030. The terms include customary
provisions relating to call rights and redemption, equity clawback,
treatment upon change of control, and other restrictions as more
precisely detailed in the description of senior notes. The senior
notes are listed on the Global Exchange Market of the Irish
StockExchange.
Sterilisation Drilling Sterilisation drilling tests areas of a mine site to be sure there
are no valuable minerals there, so that buildings, roads, power
lines, pipelines, waste piles, tailings disposal areas, etc. can be
built on the areas that have been sterilised or condemned.
Sustainability Accounting
Standards Board
SASB’s Standards guide the disclosure of financially material
sustainability information by companies to their investors.
Sustaining Capital Capital expenditure that is incurred in relation to an
ongoingoperation.
Tailings Part of the original feed of a mineral processing plant that is
considered devoid of value after processing.
Task Force on Climate-related
Financial Disclosures
Guidance on the reporting of climate-related financial information.
Taskforce on Nature-related
Financial Disclosures
A new global initiative which aims to give financial institutions and
companies a complete picture of their environmental risks.
Total recordable injury
frequency rate
Calculated as the number of (LTI+Fatalities+Restricted Work
Injury+Medical Treated Injury+First Aid Injury) in the period x
1,000,000 / Total people hours worked for the period.
Tailings storage facility A purposely designed, engineered and constructed structure to
permanently store tailings.
Total shareholder return A relative financial measurement of stock price performance over
a period in comparison with the relative performance of a control
or benchmark group of comparable peer companies.
Waste Barren rock that must be mined and removed to access ore in
amine.
Waste stripping The mining and removal of overburden (waste) in an open pit to
expose the ore for mining access.
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192 Endeavour Mining plc Annual Report 2025
Definitions and relevance of KPIs
Resources Resources are an identified mineral
occurrence with reasonable prospects
for eventual economic extraction. They
are classified as Measured, Indicated
or Inferred depending on their
confidence level.
Resources indicate medium to long tern
production potential and is a measure
of the size of the Group’s mining and
exploration assets. It is a crucial factor
in delivering the Group’s strategy of
creating a resilient business.
AISC AISC includes operating and capital
expenditures required to sustain
current operations on an ongoing basis
and is calculated in accordance with
World Gold Council guidelines.
AISC is a commonly used mining
metric that provides stakeholders with
transparency regarding the total cash
costs of producing an ounce of gold,
including those capital expenditures
that are required for sustaining the
ongoing operation of the mines.
Gold produced Gold produced includes total gold
poured from the Group's mining
operations and is measured in ounces.
The Group's operating profit is
attributable to the sale of gold
produced and is a crucial factor in
delivering our strategy. Gold production
is also assessed to determine whether
mines are operating according to plan.
Reserves A Mineral Reserve is the portion
ofaMeasured and or Indicated
Mineral Resource that is economically
feasible to mine. Mineral reserves
areclassified as Proven or Probable
depending on their confidence level.
Extending mine life through near-mine
exploration and new discoveries from
greenfield exploration both contribute
to the Group's long-term growth
prospects.
Community
investments
Social investment refers to the annual
spend by the Group, the Endeavour
Foundation and ECODEV, Endeavour’s
impact investment fund, on a range of
projects to support the socio-economic
development of Endeavour’s
hostcommunities.
The Group aims to contribute to the
prosperity of local communities and
host countries, as part of the Group’s
social licence to operate, through
arange of community projects and
initiatives, with a particular focus
onhealth, education, economic
development as well as access to water
and energy. Endeavour’s community
development programmes are based on
the needs of the local communities,
who Endeavour consult regularly.
Definition Relevance
LTIFR Lost time injury frequency rate
(“LTIFR”) refers to the amount or
number of lost time injuries, that is,
injuries that occurred in the workplace
that resulted in an employee's inability
to work, which happened in a given
period relative to the total number of
hours worked in the trailing 12-month
period. LTIFR is calculated per
1,000,000 hours worked.
The Group strives to create strong
safety culture grounded in risk and
hazard awareness. The LTIFR is used
to measure the effectiveness of our
health and safety policy and practices
in limiting the number of reportable
accidents. LTIFR is always included
asa metric in the Group’s annual
compensation scheme for all
Endeavour employees.
In-country
procurement
spend
In-country procurement spend refers to
the purchasing of goods or services
from a national or local supplier based
in-country. The Group classifies local in
this context as being the region and/or
district where the mine is located.
Endeavour's procurement and supply
chains multiply the Group's positive
impact on the local, regional and
national economies of our host
countries, strengthening local
businesses and creating indirect
employment. In line with Endeavour's
strategic aim of being a trusted partner,
the Group prioritises national and local
suppliers of goods and services as well
as the development of in-country
manufacturing and supply chains.
GHG emissions GHG are those stemming from
theburning of fossil fuels and the
manufacturing of cement. They
includecarbon dioxide produced
duringconsumption of solid, liquid,
and gasfuels.
Energy is a critical input and
asignificant cost for mining operations,
as well as a major source of GHG
emissions. Improving the efficiency
ofour operations, reducing energy use
and associated costs, and lowering
our emissions are key drivers for the
long-term sustainability of the
Group’sbusiness.
Revenue Revenue is the income arising from
gold sales in the course of ordinary
business activities.
Revenue is an indicator of the Group’s
ability to generate operating cash
flows and is a crucial metric to be
considered when understanding the
profitability of the business.
Operating cash
flow & operating
cash flow per
share
Operating cash flows are principally
generated from the Group’s normal
business activities from its
miningoperations.
Operating cash flows and operating
cash flows per share are used to
assess the Group’s ability to
sustainand expand its normal
business operations.
Definition Relevance
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193 Endeavour Mining plc Annual Report 2025
Free cash flow &
free cash flow
per share
Free cash flows are the cash generated
from operating activities, minus cash
used in investing activities.
Free cash flow and free cash flow
pershare are used to evaluate the
Group’s ability to generate cash
flowsand operate without reliance
onadditional borrowing or usage of
existing cash. It is also an indication
ofthe cash that can be used for
shareholder returns, reducing debt and
other investing/financing activities.
Adjusted EBITDA Adjusted EBITDA is earnings before
interest, tax, depreciation and
amortisation adjusted for acquisition
and restructuring costs, losses/gains
on financial instruments, impairment
and other expenses/income.
Adjusted EBITDA gives an indication of
the Group’s performance and ability to
generate profit from operations and to
service debt.
Adjusted net
earnings
attributable and
adjusted net
earnings per
share
Total net and comprehensive earnings
adjusted for items considered
exceptional or non-recurring in nature
and that are related to Endeavour’s
core operation of its mining assets.
Adjusted net earnings assists in
understanding the underlying operating
performance of the Group’s core
mining business.
Net cash Net cash is the cash balance after
deducting the principal amounts of
long-term debt.
Net cash provides transparency
regarding the liquidity position of the
Group and its ability to meet its
financial obligations.
Definition Relevance
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194 Endeavour Mining plc Annual Report 2025
Endeavour Mining plc Registered No. 13280545
Endeavour Mining plc is a public company registered in England and Wales, limited by shares.
The Company’s ordinary shares of $0.01 are listed within the Equity Shares (Commercial
Companies) category of the Official List on the Main Market of the London Stock Exchange,
ontheToronto Stock Exchange (“TSX”) and quoted in the United States of America on the
OTCQXInternational.
Ticker symbols: LSE:EDV, TSX:EDV, OTCQX:EDVMF
ISIN Code: GB00BL6K5J42
Corporate headquarters
5 Young Street
London W8 5EH
United Kingdom
Telephone: +44 203 011 2719
investor@endeavourmining.com
Website: http://www.endeavourmining.com
Operations office
Abdijan Regional Office
Route du Lycée Technique
Abdijan 08 BP 872
Côte d’Ivoire
Telephone: +225 27 22 48 99 00
External Auditors
BDO LLP
55 Baker Street
London W1U 7EU
United Kingdom
Registrars
Endeavour’s UK registrar is Computershare Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
Endeavour's Canadian registrar is Computershare Investor Services Inc.
510 Burrard St
3rd Floor
Vancouver
BC V6C 3B9
Canada
Shareholders can contact Computershare via their shareholder helpline, 0370 703 6179
(or+44(0370) 703 6179 if calling from outside the UK); lines are open 8:30am to 5:30pm,
Monday to Friday, excluding public holidays in England and Wales, or online via their free Investor
Centre facility. Shareholders have the ability to set up or amend bank details for direct credit of
dividend payments, amend address details, view payment history and access information on the
Company's share price. For more information or to register, please visit www.investorcentre.co.uk.
The Company has an investor website which holds, amongst other information, a copy of the latest
Annual Report and Accounts, copies of our press and regulatory announcements. The site can be
found at https://www.endeavourmining.com/investors/
OVERVIEW
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FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Shareholder information
195 Endeavour Mining plc Annual Report 2025
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