Lucapa Diamond Company
Annual Report 2023

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Lucapa Diamond Company Lucapa Diamond Company ACN 111 501 663 ACN 111 501 663 34 Bagot Road, Subiaco WA 6008 34 Bagot Road, Subiaco WA 6008 Tel: +61 8 9381 5995 Fax: +61 8 9380 9314 Tel: +61 8 9381 5995 Fax: +61 8 9380 9314 Email: general@lucapa.com.au www.lucapa.com.au www.lucapa.com.au Email: general@lucapa.com.au Lucapa Diamond Company Limited | Annual Report 2023 | 11 Lucapa Diamond Company Limited | Annual Report 2023 | 2023 at a glance 100% Project Attributable 100% Project Rough Diamond Revenue Carats Recovered US$102.2m US$48.4m 63,469 Polished Diamond Revenue US$2.8m US$1.6m Price per Carat US$2,458 Tonnes Processed 2.5m Attributable EBITDA Loss after tax US$23.4m US$8.3m US$9.1m 2 | Lucapa Diamond Company Limited | Annual Report 2023 Our People Lulo employees by gender 95% Male 5% Female Mothae employees (incl contractors) by gender 78% Male 22% Female Largest Recoveries Lulo Diamond Project 235ct November 2023 Mothae Kimberlite Mine 86ct February 2023 Contents Company Overview Chairman’s Letter 2023 Group Highlights Review of Operations Lulo Alluvial Mine, Angola Mothae Kimberlite Mine, Lesotho Merlin Diamond Project, Australia Lulo Kimberlite Exploration Joint Venture, Angola Brooking Diamond Project, Australia Orapa Area F Project, Botswana Mineral Resources Sales and Marketing Corporate Governance Statement Financial Report Directors’ report Consolidated financial statements Notes to the consolidated financial statements Director’s declaration Independent auditor’s report ASX additional information Corporate directory Definitions and abbreviations 04 06 07 08 10 12 14 16 18 18 20 22 24 34 36 56 61 105 106 113 115 116 3 Lucapa Diamond Company Limited | Annual Report 2023 | Lulo Exploration JV (39%) Angola Lulo Mine (40%) Angola Orapa Exploration (100%) Botswana Mothae Mine (70%) Lesotho Company Overview Lucapa Diamond Company Limited is listed under the ticker LOM on the Australian Securities Exchange (ASX). The company is a diamond miner and explorer with assets across Africa and Australia. It has interests in two producing diamond mines in Angola (Lulo – 40%) and Lesotho (Mothae – 70%). The large, high-value diamonds produced from these two niche mines attract some of the highest prices per carat for rough diamonds globally. The Lulo mine has been in commercial production since 2015, while the Mothae mine commenced commercial production in 2019. Lucapa acquired 100% of the Merlin Diamond Project in the Northern Territory of Australia in 2021. The Merlin mineral lease and exploration licence contain 13 previously discovered kimberlite pipes containing a 4.4 million carat JORC 2012 compliant resource. There are also numerous unresolved geophysical anomalies on the leases. The Merlin mineral licence expires in 2047. Lucapa and its project partners are also exploring for potential primary source kimberlites or lamproites at the prolific Lulo concession in Angola, the Brooking project in Australia and the Orapa Area F project in Botswana. 4 | Lucapa Diamond Company Limited | Annual Report 2023 4 Lucapa has a cutting and polishing partnership with Safdico International, a subsidiary of leading international high-end jeweller Graff. Under the agreement, Safdico, can purchase up to 60 percent of Lulo’s alluvial rough production as a preferred buyer and has an agreement to buy 100 percent of Mothae’s rough production, both at full market value. The mines then share in a significant portion of the additional margins derived by the partnership from beyond the mine gate. Lucapa has its corporate offices in Perth, Western Australia. The Board, management team and key stakeholders in Lucapa have deep global diamond industry experience and networks through the value chain from exploration to retail. | Lucapa Diamond Company Limited | Annual Report 2023 Merlin Diamond Project (100%) Australia Brooking Exploration (80%) Australia Lucapa Head Office Australia Our Purpose Lucapa produces natural diamonds sustainably and cares for its people, communities, and the countries in which we operate. Our Vision Lucapa’s vision is to become a pre- eminent mid-tier diamond company with multiple assets, vertically integrating through the supply chain, to bring greater value to all stakeholders. Our Values Safety We conduct operations in a safe, responsible and environmentally conscious manner. Integrity We interact with all stakeholders with integrity, honesty, transparency and fairness. Teamwork We attract and employ the best skillsets, encourage teamwork, diversity, and reward performance. Partnership We partner with the local communities and governments in the countries where we operate, for mutual benefit. Lucapa Diamond Company Limited | Annual Report 2023 | 5 5 Lucapa Diamond Company Limited | Annual Report 2023 | Chairman’s Letter Dear Shareholders, We have been operating in Angola for around 15 years and in that time we have experienced firsthand road towards the government’s efforts to make the country a stable and attractive environment for foreign investment. long the We entered the country shortly after the end of the civil war when others were not so brave. So for a decade and a half we have, with our partners, built an enviable alluvial production. Lulo’s diamonds attract the highest prices for alluvial diamonds globally. Over the period, we have sold almost half a billion US dollars’ worth of Lulo diamonds. Now, with the latest JORC resource update, we have potentially another eight or so years of alluvial production at the Lulo Mine. That, and the ongoing exploration for the source of the high-value large diamonds we keep recovering at Lulo, means Lucapa is in Angola to stay. As the fourth largest diamond producer in the world, Angola has the potential to become a world diamond powerhouse. is confirmed by the recent rush This back into the country by some of the world’s largest diamond producers, Rio Tinto and Anglo American, owner of De Beers. It has seen heightened activity in greenfield diamond exploration in Angola, at a time when global diamond exploration investment is estimated to be at multi- decade lows. While our peers in the Angolan diamond exploration space are beginning their journey in country, Lucapa and our Angolan partners, Endiama and Rosas & Petalas are further down the road. Our determination to find the primary kimberlite source means we have one of the most active kimberlite bulk sampling programs underway, globally, amongst our peers large and small. 6 Our determination to find the primary kimberlite source means we have one of the most active kimberlite bulk sampling programs underway, globally, amongst our peers large and small. We have been methodically testing and sampling dozens of kimberlite targets as we move across the 3000 square kilometre concession, an area twice the size of Greater London. In fact, the only large scale diamond mine which is expected to commence commercial production in this decade is the Luele Mine in Angola. Phase 1 of that mine is forecast to produce as much as 4-5 million carats. All of this means that natural diamond supply is forecast to drop to 115 million carats by 2030, which will no doubt drive up prices of natural diamonds. We firmly believe that Angola, one of the world’s most prolific and underexplored diamond destinations in the world will move up the world rankings very quickly for diamond production. Finally, as this is my final Chairmans’ letter to shareholders, I would like to take this opportunity to thank our valued shareholders as well as our teams and partners in Angola, Lesotho, Botswana and Australia. With best wishes, Miles Kennedy Outgoing Chairman We don’t have the financial resources that our larger peers have, however, we have some of the brightest and most experienced diamond exploration teams in the world who have had to battle against major floods this wet season to execute their strategy. We know that when we find the holy grail it will be worth it. is that the What we know for sure production of natural diamonds is declining and the exploration programs around the world are not enough to make up the expected shortfall. The diamond industry needs a Lulo Kimberlite Mine in the future to fill the supply gap which is coming. Some of today’s legacy mines, Canada’s Ekati, Diavik, Zimbabwe’s Murowa and Russia’s Zarnitsa are expected to reach depletion or finish conventional m ining before the end of this decade. While the other famous mines such as Botswana’s Orapa and Jwaneng and South Africa’s Venetia have still got multi-decade remaining, production is going to decline rapidly in the absence of large, new diamond mines coming online. lives | Lucapa Diamond Company Limited | Annual Report 2023 2023 GROUP highlights Full year revenues of Full year attributable revenues of 100% EBITDA Attributable EBITDA Settled debt of Repatriated US$102.2m US$49.9m US$23.4m US$8.3m US$5.5m US$7.9m at US$2,458/carat (100% basis). Now debt free. in capital loan repayments and SML dividends. Lulo Alluvial Mine, Angola Mothae Kimberlite Mine, Lesotho 625,548m³ Gravel processed 30,585 Carats recovered 1,468,909 Tonnes of ore processed 32,884 Carats recovered 322 Special sized diamonds (+10.8 carats) recovered 219 Special sized diamonds (+10.8 carats) recovered 0.19 0.00 LTIFR per 200,000 hours worked LTIFR per 200,000 hours worked Merlin scoping study pivoted to low-cost, smaller development option. Groundwater monitoring boreholes installed at Merlin Diamond Project. Mothae plant nameplate Debt free exceeded by 30%, following modifications. expunged interest bearing debt. Upside to Lulo Alluvial Resource carats. Bulk samples processed from Lulo Kimberlite exploration. 15th Diamondiferous Kimberlite discovered at Lulo Kimberlite exploration. 639 metres drilled at Brooking. 7 Lucapa Diamond Company Limited | Annual Report 2023 | REVIEW OF operations Lulo Mine, Angola | Lucapa Diamond Company Limited | Annual Report 2023 88 | Lucapa Diamond Company Limited | Annual Report 2023 Lucapa is a diamond mining company listed on the ASX with activities spanning exploration, production, rough sales and the downstream value-adding activities of cutting & polishing. The board and management team have deep experience across all facets of the diamond industry. Lucapa has stakes in two operating diamond mines, one near-term development project and several exploration ventures. Lucapa also has early-stage exploration projects in Botswana (Orapa Area F) and Australia (Brooking and Merlin) Lucapa’s flagship project is its 40% stake in the Lulo alluvial mine in Angola (“SML”). It also has a 70% stake in the Mothae kimberlite mine in the Kingdom of Lesotho (“Mothae”). In 2021, Lucapa completed the 100% acquisition of a third project, Merlin, a near-development project in the Northern Territory of Australia. Development options for Merlin are currently being considered. The Lulo alluvial mine in the Lunde Norte region of Angola is globally renowned for recovering high-quality, large diamonds including regular recoveries of +100 carat diamonds. In 2023, it recovered five gem quality +100 carat diamonds, while in 2022 it recovered a total of ten. The production from SML fetches the highest average price per carat for any alluvial production globally. In 2023, SML produced 30,585 carats. Mothae mine, in the Mokhotlong province in the Kingdom of Lesotho attracts the second highest average price per carat in the world for kimberlite production. In 2023, the mine produced a mix of quality Type IIa and Type I diamonds from the open-pit operation, totalling 32,884 carats. In 2023, the Merlin Feasibility Study was pivoted from a large-scale development, to examine a smaller-scale, lower capital cost option, commencing with the high-grade Gawain pipe. The main exploration project for Lucapa is the advanced Lulo Kimberlite Joint-venture exploration programme in Angola, tasked with locating the primary source of the large, high-value alluvial diamonds recovered by SML. The key goals that Lucapa achieved, in line with its objectives in 2023 include: • Exceeding Full Year Group production guidance; • 9% higher processed volumes for the year at SML compared to the previous year, following the recent investment in the new processing plant and mining fleet; • New annual records for tonnes mined (up 23% yoy), tonnes processed (up 22% yoy) and $/ct achieved (up 12% yoy) at Mothae, following on from the improvements made to Mothae’s processing plant; • 26 samples processed during the year, or one every fortnight, as part of the Lulo Kimberlite Bulk Sampling Program; • 6 diamondiferous kimberlites identified during the year by the Lulo Kimberlite Bulk Sampling Program, taking the total to 15 for the project; • Pivoting the Merlin Diamond Project Feasibility Study to focus on a lower-cost, smaller-scale pathway to development; • Advancing the exploration projects in Angola, Australia and Botswana; • Continuing to generate additional margins for both operations from the cutting and polishing partnership with Safdico; and • Improving the safety performance at both operations. Lucapa Diamond Company Limited | Annual Report 2023 | 99 Lucapa Diamond Company Limited | Annual Report 2023 | REVIEW OF OPERATIONS Lulo Alluvial Mine, Angola Lucapa 40% Endiama 32% Rosas and Petalas 28% Conducted by Sociedade Mineira Do Lulo Lulo Alluvial Mine (“Lulo”) had a solid performance in 2023 with further gains made in production and operational efficiencies due to previous capital investment into plant and equipment upgrades combined with those made during the year. EBITDA on a 100% basis was US$23.6 million for 2023, compared to US$35.2 million in 2022. Operating costs rose due to inflation, increased fleet expenses and higher stripping ratios, but were kept within target for the year. Some added costs were also the result of boosted security deployed for equipment protection across the vast site’s mining and exploration activities. SML also gained an extra US$1.2 million in polished diamond revenue through the cutting and polishing partnership with Safdico. An updated JORC classified mineral resource for Lulo was published by Lucapa in March 2024, estimating an inferred resource of 228,400 carats at a modelled value of US$1,897/carat as at 31 December 2023. This is a 48 percent increase in resource carats and a 5 percent drop in the price per carat as a reflection of the softening of diamond prices over 2023. The volume of gravel in the resource update has been increased by 90% to 5.02 million cubic metres, equivalent to 8 years production at planned mining and processing capacities. This is the 6th consecutive year the Lulo alluvial resource carats have increased. SML, the operator of Lulo, set new annual records for volumes processed (625,548 cubic metres, a 9% increase on 2022) and mined approximately 8.3 million cubic metres. This was a 33% increase on 2022 for the year, as mining moved between the lower-grade terrace areas in the wet season at the start and the end of the year and higher-grade leziria (floodplain) areas predominantly during the dry season in the middle of year. The investment in 2023, of a 95-tonne Cat 395 excavator and three additional ADT’s resulted in noticeable gains in efficiencies of overburden stripping. A 21 percent drop in grade to 4.9 cphm3 from the 6.2 cphm3 achieved in 2022, is linked to increased dilution as mining accessed deeper deposits. Even with the increased volume processed, 14 percent fewer carats were recovered during the year. However, the 30,585 carats recovered, included three +100 carat diamonds, a 150 carat, a 180 carat and a 123 carat stone recovered in February, June and October respectively. Also, two +200 carat diamonds, a 208 carat and a 235 carat stone were recovered in October and November. This brought the total number of +100 carat diamonds recovered at Lulo since operations began to 40. The large stone recoveries combined with several fancy pink and fancy yellow coloured diamonds meant that rough diamond revenue was still in line with the previous year at US$77.3 million (US$79.6m in 2022) at an increased average price per carat of US$2,700 compared with the US$2,449 achieved in 2022. 10 | Lucapa Diamond Company Limited | Annual Report 2023 10 | Lucapa Diamond Company Limited | Annual Report 2023 Five +100 carat diamonds were recovered with the largest being 235 carats. 208ct | Oct 2023 235ct | Nov 2023 180ct | June 2023 150ct | Feb 2023 123ct | Oct 2023 Lucapa Diamond Company Limited | Annual Report 2023 | 11 11 Lucapa Diamond Company Limited | Annual Report 2023 | REVIEW OF OPERATIONS Mothae Kimberlite Mine, Lesotho Lucapa 70% Government of Lesotho 30% Conducted by Mothae Diamonds Pty Ltd There were significant performance improvements at Mothae following the plant and operational changes made at the beginning of 2023. Modifications made to the plant flow sheet and upgrades to the XRT (X-Ray Transmission) sorter eliminated the previous processing limitations related to hard ore. carat achieved for Mothae production for the full year was US$775, 12 percent higher than the previous year, however approximately 20 percent lower than guidance for 2023. Mothae reported EBITDA of US$2.9 million in 2023 following a loss of US$1.1 million in 2022. Although the operational performance improved significantly at Mothae throughout the year, an impairment charge was booked following the decrease in the value of diamond recoveries in Q4 and the possible impact and uncertainty on future cash flows. Mothae gained an additional US$1.6 million in revenue from the cutting and polishing partnership with Safdico for 2023, double of what it gained in 2022. As per the partnership agreement, Safdico purchased the run-of-mine production from Mothae for the year with the mine being paid the full market value of the rough diamonds upfront, sharing equally in the margins generated thereafter. Following the modifications to Mothae’s plant, capacity increased to exceed nameplate by 30 percent. A mobile crusher which reduced the need for oversize blasting and rockbreaking, was also deployed in Q3 and had a positive impact on the plant throughput as it reduced the amount of over-sized material delivered to the primary crusher. Mothae set new annual records for tonnes mined and processed, carats recovered and average price per carat. More than 2.34 million tonnes of ore and waste was mined in 2023, up 23 percent from the previous year, while 1,468,909 tonnes of ore was processed through the plant, up 22 percent on 2022. Mothae recovered 32,884 carats in 2023. This was an increase of 7 percent compared with 2022. Production included 219 Special sized diamonds of +10.8 carats, 11 percent higher than the previous year. The largest diamond recovered in 2023 weighed 86 carats and several fancy pinks and yellow coloured diamonds were recovered. Rough diamond revenue of US$24.9 million was 13% higher than the previous year. From Q1 to Q3, the value of stones recovered from Mothae was in line with expectations. However, in Q4, the size and quality of the diamonds declined as the I stones dominated recoveries. This in turn sent the average price per carat achieved in Q4 lower to US$541 per carat from US$896 in Q3. The average price per lower-quality Type 12 | Lucapa Diamond Company Limited | Annual Report 2023 Mothae Mine, Lesotho Lucapa Diamond Company Limited | Annual Report 2023 | 1313 Lucapa Diamond Company Limited | Annual Report 2023 | REVIEW OF OPERATIONS Merlin Kimberlite Project, Australia Lucapa 100% Conducted by Australian Natural Diamonds Pty Ltd In late 2021, Lucapa’s wholly owned subsidiary, Australian Natural Diamonds Pty Ltd completed the A$8.5 million strategic acquisition of Merlin, which includes the 24km2 Mineral Lease, a 210km2 Exploration Licence encompassing the Mineral Lease and all existing equipment, infrastructure and assets on the Mineral Lease and Exploration Licence. The two tenements contain 13 previously discovered kimberlite pipes with an existing 4.4 million carat JORC 2012 compliant indicated and inferred mineral resource. Merlin also contains compelling exploration potential with a significant number of unresolved anomalies in an area where all previous kimberlite discoveries that have been tested on the project have been found to be diamondiferous. Several additional work programs were also advanced during the year, including a sacred site clearance survey, an investigation into a solar-gas hybrid power solution for the Merlin mine development, to potentially use gas supplied from a well 20 kilometres southwest of Merlin and in Q4, the installation of a groundwater monitoring network of 17 boreholes. The smaller scale study into the Merlin development is well advanced as it uses some of the existing modelling and key workstreams previously undertaken as part of the planned Feasibility Study. There was major progress towards the Merlin Diamond Project Feasibility Study in 2023, as many workstreams for the large-scale development were completed. However, in the fourth quarter, it was announced that the Feasibility Study would pivot to examine a smaller scale, lower-cost pathway to development against declining capital market conditions, increasing capital costs due to inflation and a softening of diamond prices. The smaller scale study will continue to be based on the use of an innovative vertical pit mining method but with an in-wall haulage design and will also incorporate existing onsite infrastructure and equipment. This includes an alluvial diamond sampling plant which was acquired in mid-2023 from Burgundy Diamonds and a scrubbing and screening plant, which was ordered by the previous Merlin owners, and was purchased by Lucapa in the third quarter. Both plants have already been transported to the Merlin mine site. 14 | Lucapa Diamond Company Limited | Annual Report 2023 14 | Lucapa Diamond Company Limited | Annual Report 2023 Lucapa Diamond Company Limited | Annual Report 2023 | 1515 Lucapa Diamond Company Limited | Annual Report 2023 | KIMBERLITE EXPLORATION Lulo Joint Venture, Angola Lucapa 39% Endiama 51% Rosas and Petalas 10% Conducted by Project Lulo Joint Venture The primary source exploration program at Lulo significantly ramped up in 2023 following the commissioning of the dedicated kimberlite bulk sampling plant and the addition of new earthmoving fleet and equipment in 2022. A total of 26 samples were processed as part of the kimberlite bulk sampling program in 2023, which equates to one sample every two weeks. In some cases, more than one sample was taken from the same kimberlite target to sample different geological units. Sample L164/03 yielded 33 diamonds for a total of 28.29 carats at a calculated grade of 2.23 cphm3. The average stone size from this sample was 0.86 carats and there were five diamonds which were greater than one carat, with the largest being 2.38 carats. Two earlier bulk samples taken from L164 at the end of 2022, totalled 41 diamonds for 66.05 carats from 2,200m3 with the two largest diamonds weighing 15.27 and 12.37 carats. Other results from the 2023 bulk sampling campaign are as follows: SAMPLE ID VOLUME TREATED (M3) NUMBER OF DIAMONDS CARATS L056/01 902 L440/01 1,295 L204/01 1,406 L204/02 1,610 L204/03 1,702 13 8 19 2 6 7.85 4.16 5.24 0.12 4.19 In total, the primary source exploration program identified 6 kimberlites as diamondiferous during the year, taking the total for the exploration program to 15. Discovery and delineation drilling continued throughout the year with 26 discovery core holes (2,250m) drilled to confirm the presence of new kimberlites, with 16 kimberlites confirmed from 21 geophysical targets investigated and 39 delineation core holes (1,211m) drilled to locate suitable sites for bulk sampling in selected kimberlites. Twenty-three high-priority kimberlite targets have been identified t o d ate for bulk sampling using a combination of geological factors, including the presence of high-interest diamond indicator minerals highlighted through mineral chemistry analysis. Lucapa continued to progress the negotiations with its Angolan partners to secure a majority stake in the Project Lulo JV with the new mineral investment contract being drafted and progressing through the final stages of review. 16 | Lucapa Diamond Company Limited | Annual Report 2023 Lulo Kimberlite Exploration, Angola Lucapa Diamond Company Limited | Annual Report 2023 | 1717 Lucapa Diamond Company Limited | Annual Report 2023 | LAMPROITE EXPLORATION Brooking Diamond, Project, WA Lucapa 80% Leopold Diamond Company 20% Conducted by Brooking Diamonds Pty Ltd An extensive exploration program, consisting of auger drilling and soil geochemistry sampling, to define targets at Brooking took place during July. In total, 246 auger holes measuring 639 metres were drilled across six targets. The targets selected for testing during this phase of exploration were Camerons Bore, Leopold Road East, Katies Bore, East-West Creek, North-East Creek and Santa Fe Dam. Geochemical and heavy mineral samples were sent for analysis and interpretation. KIMBERLITE EXPLORATION Orapa Area F Project, Botswana Lucapa 100% Conducted by Lucapa Diamonds (Botswana) Pty Ltd No field work was undertaken at Orapa Area F during 2023. However, a land-use permit was obtained as part of preparations for an exploration drilling program to commence in the first quarter of 2024. The aim of the exploration program is to confirm via drilling whether the identified targets at Orapa are kimberlites. 18 | Lucapa Diamond Company Limited | Annual Report 2023 18 | Lucapa Diamond Company Limited | Annual Report 2023 Lulo Mine, Angola Lucapa Diamond Company Limited | Annual Report 2023 | 1919 Lucapa Diamond Company Limited | Annual Report 2023 | Mineral Resources The updated Lulo Diamond Resource was independently estimated and reconciled on a depletion and addition basis to 31 December 2023 by external consultants, Z Star Mineral Resource Consultants (Pty) Ltd (“Z Star”) of Cape Town, South Africa. MB 23E MB 29 MB 04 MB 06 MB 10 MB 06 MB 19 MB 27 MB 550 MB 08 MB 25 MB 14 MB 28 MB 18 MB 46 MB 41 MB 212 MB 57 MB 304 MB 45 MB 116 MB 99 MB 129 MB 179 MB 137 MB 209 Lulo Concession Alluvial Diamond Resource as at 31st December 2023 Blocks included in Lulo Diamond Resource Blocks being or to be assessed 01 0 kilometers After accounting for mining depletion of 30,585 carats during the 2023 calendar year, the extensive alluvial exploration activities undertaken during the year increased the Lulo Diamond Resource in-situ carats by 48 percent to 228,400 carats. This is the 6th consecutive year the resource carats have increased, despite the significant increase in mining and processing capacities over the last eight years. The Mothae resource update is based solely on depletion due to mining over 2023. The Merlin resource estimate remains unchanged from the previous year. LULO JORC CLASSIFIED INFERRED ALLUVIAL DIAMOND RESOURCE – 31 DECEMBER 2023 DATE AREA (M²) DILUTED VOLUME (M³) CARATS/ STONE STONES CARATS DILUTED GRADE (CPHM³) MODELLED DIAMOND VALUE* (US$/ CARAT) 31 Dec 23 4,780,000 5,020,000 31 Dec 22 2,700,000 2,640,000 1.26 1.23 181,900 228,400 125,460 153,870 4.55 5.82 1,897 2,000 Notes: i. m2 = square metres; m3 = cubic metres; cphm3 = carats per 100 cubic metres ii. Diluted volumes have been estimated based on historical mining production data to better reflect recoverable volumes and grades iii. Bottom cut off screen size: effective 1.5mm iv. Table contains rounded figures * Special stones are not excluded in the modelling stage, either in terms of size or assortment 20 | Lucapa Diamond Company Limited | Annual Report 2023 MOTHAE JORC CLASSIFIED DIAMOND RESOURCE - 31 DECEMBER 2023 LUCAPA 70% ATTRIBUTABLE RESOURCE CLASSIFICATION DATE TONNES (MT) GRADE (CPHT) CARATS (MILLION) MODELLED VALUE (US$/ CARAT) Indicated Inferred TOTAL Indicated Inferred TOTAL Notes: (i) Table contains rounded figures 31-Dec-23 30-Dec-22 5.73 39.11 44.84 8.05 39.27 47.32 3.1 2.4 2.5 3.1 2.4 2.6 0.18 0.96 1.13 0.25 0.96 1.21 627 602 606 635 601 608 (ii) The grade and average modelled value estimates are quoted at a 3mm BCOS but with incidental diamond recoveries in the +9 and +11 DTC sieves included (iii) The update is solely based on resource depletion due to mining between 31 Dec 2022 and 31 Dec 2023. (iv) The Indicated Resource contains material to 75m below pit bottom (at 30 Sep 2020) in the South Lobe only. The Inferred Resource contains the remaining material to 300m below surface in the South, Neck and North lobes (v) The tonnes and grades are quoted as dry tonnes and dry grades (vi) Unclassified kimberlite exists from a depth of 300m to 500m below surface (vii) This resource was first published 15th October 2020 MERLIN JORC CLASSIFIED DIAMOND RESOURCE – 31 DECEMBER 2023 LUCAPA 100% ATTRIBUTABLE DATE TONNES (MT) GRADE (CPHT) CARATS (MILLION) 31-Dec-23 13.4 14.4 27.8 17 15 16 2.28 2.07 4.35 RESOURCE CLASSIFICATION Indicated Inferred TOTAL Notes: (i) Mineral Resource reported in Lucapa’s ASX announcement “Acquisition of Merlin Diamond Project and A$23M Capital Raising” on 24 May 2021. No changes to the resource have been made since. (ii) Mineral Resource grades based on previous mining operations recovery using a +0.95mm slotted bottom screen and +5DTC cut-off; (iii) Insufficient grade data available to determine +5DTC cut-off grade for Tristram and Bedevere pipes therefore full-cut-off grades are used; (iv) Rounding of tonnage and carats may result in computational inaccuracies. Information included in this announcement that relates to exploration results and resource estimates is based on and fairly represents information and supporting documentation prepared and compiled by Richard Price MAusIMM who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Price is an employee of Lucapa Diamond Company Limited. Mr Price has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves. Mr Price consents to the inclusion in the announcement of the matters based on this information in the form and context in which it appears. Information included in this report that relates to the stone frequency, grade and size frequency valuation and validation in the Lulo Diamond Resource estimate is based on, and fairly represents, information and supporting documentation prepared and compiled by Sean Duggan (Pri.Sci.Nat 400035/01) and David Bush (Pri.Sci.Nat 400071/00). Messers. Duggan and Bush are directors and employees of Z Star Mineral Resource Consultants (Pty) Ltd, of Cape Town, South Africa. Both hold qualifications and experience such that both qualify as members of a Recognised Overseas Professional Organisation (ROPO) under relevant ASX listing rules. Messers. Duggan and Bush both have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking to each qualify as a Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Code. Messers. Duggan and Bush both consent to the inclusion in the announcement of the matters based on this information in the form and context in which it appears. 21 Lucapa Diamond Company Limited | Annual Report 2023 | SALES AND marketing 22 | Lucapa Diamond Company Limited | Annual Report 2023 22 | Lucapa Diamond Company Limited | Annual Report 2023 The diamonds produced at Lulo and Mothae are marketed in a number of ways. Rough diamonds are sold via tender, run-of-mine sales and also through a cutting and polishing partnership which sees the operations share in the upside of the polished diamonds. Lulo Diamond Sales Mothae Diamond Sales Eight run-of-mine sales were concluded by SML during the year, along with three special stone tenders organised by Sodiam. The first exceptional stone tender, featuring four Lulo diamonds was held in the second quarter of the year, and achieved US$26,936 per carat for a total of US$10.7 million. Two tenders were held in the fourth quarter. The October tender attracted US$15.7 million or US$29, 401 per carat for 7 Lulo diamonds. The other tender, held in December achieved US$17 million or US$28,000 per carat for four Lulo diamonds, three of which were over 100 carats each. The partnership with high-end diamantaire Safdico International, a subsidiary of renowned fine jeweller Graff, continues to reap benefits for both the mines from beyond the mine gate. Safdico, as a preferred buyer of SML, is eligible to purchase up to 60% of Lulo’s annual rough production from SML, as is permitted under Angola’s diamond marketing regulations. The cutting & polishing activities performed to expectations in 2023 on the parcels that were bought by the partnership, with Lulo receiving an additional US$1.2 million in margins. Diamond Market Diamond cutting and polishing partners Safdico has a committed buying and selling agreement with Mothae where the entire diamond production is sold into a cutting and polishing partnership. Mothae is paid up front for the rough market value of the diamonds, with both companies sharing in the margins generated by the cutting and polishing of the diamonds. Eleven diamond sales were held by Mothae during 2023 with total revenues of US$24.9 million achieved at an average annual diamond price of US$775 per carat. In the first half of the year, Mothae goods attracted US$940 per carat on average, however in the second half of the year, the lower quality of diamonds recovered in Q4 and the fall in the rough diamond market during H2, impacted the average price per carat for the year. The cutting and polishing activities performed well in 2023, with Mothae receiving an additional US$1.6 million in margins, double the US$0.8 million gained in 2022. Diamond prices in the second half of 2023 were impacted by tightening economic conditions imposed by central banks, India temporarily suspending rough diamond imports for two months in Q4 and a surge in inflation which affected discretionary spending. The overall diamond price index began to trend upwards towards the end of 2023 coinciding with two major events in the global diamond trade. The first was the reinstatment of rough diamond imports to Indian diamond manufacturers after the two-month suspension from October to December, which had the effect of easing oversupply and stabilising prices. The second newsworthy event to occur was the European Union’s decision to phase in restrictions on Russian diamond imports in 2024, which provided some clarification and certainty moving into the new year after several months of speculation. 23 Lucapa Diamond Company Limited | Annual Report 2023 | CORPORATE GOVERNANCE statemen t Lulo Mine, Angola 24 | Lucapa Diamond Company Limited | Annual Report 2023 24 | Lucapa Diamond Company Limited | Annual Report 2023 In fulfilling its obligations and responsibilities to its various stakeholders, the Board of Lucapa is a strong advocate of good corporate governance. The Board has adopted corporate governance policies and practices consistent with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations” (“Recommendations”) where considered appropriate for a Company of Lucapa’s size and complexity. Lucapa has implemented the ASX Corporate Governance Council’s Fourth Edition Corporate Principles (“Fourth Edition”) and Recommendations. Accordingly, this Corporate Governance Statement has been prepared on the basis of disclosure under the Fourth Edition of these principles. Details of the Company’s compliance with these principles are summarised in the Appendix 4G announced to the ASX in conjunction with the Annual Report. This statement describes how Lucapa has addressed the Council’s guidelines and eight corporate governance principles and where the Company’s corporate governance practices depart from the Recommendations, the Company discloses the reason for adoption of its own practices on an “if not, why not” basis. Given the size, complexity and development nature of the Group and the cost of strict compliance with all the Recommendations, the Board has adopted a range of modified procedures and practices which it considers appropriate to enable it to meet the principles of good corporate governance. At the end of this statement is a checklist setting out the Recommendations with which the Company does or does not comply. The information in this statement is current as at 18 April 2024. Background Lucapa has a highly experienced and well credentialed Board and management team, with a proven history of developing diamond projects successfully, quickly and cost effectively in a corporately responsible manner. Lucapa recognises the importance of its people in building a strong and successful organisation. To achieve this, Lucapa has focused on developing the right culture across the organisation, which is strongly based on a vision, mission and values communicated in our teams in Australia and Africa to ensure they know what is expected of them, both operationally and behaviourally, and are recognised for their good work. Vision Lucapa’s vision is to become a pre-eminent mid-tier diamond company with multiple assets, vertically integrating through the supply chain, to bring greater value to all stakeholders. Mission Lucapa’s mission is to explore and grow our production of niche high- value diamonds in a safe, responsible, innovative and profitable manner for the benefit of all stakeholders. Values Integrity We interact with all stakeholders with integrity, honesty, transparency and fairness. Safety We conduct operations in a safe, responsible and environmentally conscious manner. Teamwork We attract and employ the best skillsets, encourage teamwork, diversity and reward performance. Partnership We work with the local communities in which we operate for common benefit. The Board is targeting the highest standards of corporate governance to continue their track record of delivering this value. The following governance-related documents can be found on the Company’s website at www.lucapa.com.au under the section marked “Investors” / “Company Information” / “Corporate Governance”. Charters • Board Board • Code of Conduct • Policy and Procedure for Selection and (Re)Appointment of Directors • Policy on Assessing the Independence of Directors • Securities Trading Policy • Risk Management Policy • Procedure for the Selection, Appointment and Rotation of External Auditor • Policy on Continuous Disclosure • Shareholder Communication Policy • Diversity Policy • Whistle Blower Policy • Anti-Bribery and Corruption Policy • Anti-Slavery Policy 25 Lucapa Diamond Company Limited | Annual Report 2023 | Principle 1 Lay solid foundations for management and oversight The main function of the Board is to lead and oversee the management and strategic direction of the Group. The Board regularly measures the performance of management in implementation of the strategy through regular Board meetings. Lucapa has adopted a formal Board charter delineating the roles, responsibilities, practices and expectations of the Board collectively, the individual Directors and management. The Board of Lucapa ensures that each member understands their roles and responsibilities and ensures regular meetings so as to retain full and effective control of the Company. Role of the Board The Board responsibilities are as follows: • Setting the strategic aims of Lucapa and overseeing management’s performance within that framework; • Making sure that the necessary resources (financial and human) are available to the Group and management to meet its strategic objectives; Election of Directors The Board is responsible for overseeing the selection process of new Directors, and undertakes appropriate checks before appointing a new Director, or putting forward a candidate for election as a Director. All relevant information is provided in the Notice of Meeting seeking the election or re-election of a Director including: • Biographical details including qualifications and experience; • Other directorships and material interests; • Term of office; • Statement by the Board on the independence of the Director; • Statement by the Board as to whether it supports the election or re-election; and • Any other material information. Terms of appointment Non-executive Directors To facilitate a clear understanding of roles and responsibilities all non-executive Directors have signed a letter of appointment. This letter of appointment includes acknowledgement of: • Director responsibilities under the Corporations Act, Listing Rules, the Company’s Constitution and other applicable laws; • Corporate governance processes and Group policies; • Board and Board sub-committee (if applicable) meeting obligations; • Conflicts and confidentiality procedures; • Overseeing and measuring management’s performance in • Securities trading and required disclosures; delivering the Company’s strategic objectives; • Access to independent advice and employees; • Selecting and appointing a Managing Director with the appropriate experience and skills to help the Group in the pursuit of its strategic objectives; • Controlling and approving financial and compliance reporting, capital structures and material contracts; • Ensuring that a sound system of risk management and internal controls is in place; • Confidentiality obligations; • Directors fees; • Expenses reimbursement; • Directors and officers insurance arrangements; • Other directorships and time commitments; and • Board performance review. • Setting the Company’s vision, core values and standards; Managing Director • Undertaking regular review of the corporate governance policies to ensure adherence to the ASX Corporate Governance Council principles; • Ensuring that the Company’s obligations to shareholders are understood and met; • Ensuring the health, safety and well-being of employees in conjunction with management, developing, overseeing and reviewing the effectiveness of the Group’s occupational health and safety systems to assure the well-being of all employees; • Ensuring an adequate system is in place for the proper delegation of duties for the effective day to day running of the Group without the Board losing sight of the direction that the Group is taking; • Ensuring the Company values diversity in all aspects of its business. Delegation to management Other than matters specifically reserved for the Board, responsibility for the operation and administration of the Company has been delegated to the Managing Director. This responsibility is subject to an approved delegation of authority which is reviewed regularly. Internal control processes are designed to allow management to operate within the parameters approved by the Board and the Managing Director cannot commit the Group to additional activities or obligations in excess of these delegated authorities without specific approval of the Board. 26 The Managing Director has a signed services agreement. For further information refer to the Remuneration Report. Role of Company Secretary The Company Secretary is accountable to the Board for: • Advising the Board and committees on corporate governance matters; • The completion and distribution of Board and committee papers; • Completion of Board and committee minutes; and • The facilitation of Director induction processes and ongoing professional development of Directors. • All Directors have access to the Company Secretary who has a direct reporting line to the Chairman. Diversity The Board values diversity in all aspects of its business and is committed to creating a working environment that recognises and utilises the contribution of its employees. The purpose of this is to provide diversity and equality relating to all employment matters. The Group’s policy is to recruit and manage on the basis of experience, ability and qualification for the position and performance, irrespective of gender, age, marital status, sexuality, nationality, race/ cultural background, religious or political opinions, family responsibilities or disability. | Lucapa Diamond Company Limited | Annual Report 2023 The Group’s objective is to improve gender diversity at all levels of its business on a year-on-year basis whilst recognising that it operates in very competitive labour markets in remote locations, with strong cultural sensitivities, where positions are sometimes difficult to fill. There is periodic reporting at the Group’s operations to measure the gender mix within various levels of the organisation. The Group is committed to continually assessing and proactively monitoring these diversity trends and advocates that every candidate suitably qualified for a position has an equal opportunity of appointment regardless of gender, age, ethnicity or cultural background. The Group opposes all forms of unlawful and unfair discrimination. The Board comprised three Directors as at 31 December 2023, all of whom were male. The Board has determined that the composition of the current Board Directors have an appropriate range of qualifications and expertise in the industries and the jurisdictions in which the Group operates, can understand and competently deal with current and emerging business matters and can effectively assess the performance of management. The Board is aware that many studies suggest that greater gender diversity at Board and management level creates a positive force for driving corporate performance as qualified and committed directors with different backgrounds, experiences and knowledge will likely enhance corporate performance. In Q4/2023, the Company announced that it was seeking to identify additional suitable independent non-executive candidates to join the Board and a significant number of applicants were considered regardless of gender, age, ethnicity or cultural background. In April 2024, two independent non-executive directors were appointed to the Board and one non-executive director stepped down. The Board now comprises four Directors, all of whom are male. The Board remains focused on resolving the gender imbalance by continuing to identify a pipeline of suitably qualified candidates with careful consideration of those who strengthen the Board skills matrix. The Company continues to support the Australian Institute of Company Director’s Board diversity initiatives and will continue to evolve its Board in alignment with the Company’s needs and diversity best practice. 31 DECEMBER 2023 31 DECEMBER 2022 GENDER REPRESENTATION Board representation Group representation FEMALE MALE FEMALE MALE NO. 0 130 % 0 13 NO. 3 881 % 100 87 NO. 0 125 % 0 14 NO. 4 781 % 100 86 The following senior position within the Company is held by a female employee; • Head of Investor Relations and Corporate Communications • Two Non-executive Directors of Mothae Diamonds (Pty) Ltd • Human Resources and Administrative Director of Sociedade Mineira Do Lulo Lda Performance review A review of the Managing Director’s performance and effectiveness in respect of the year ended 31 December 2023 was conducted. Board and Board committees A review of the Board’s performance and effectiveness is conducted annually and the performance of individual Directors is undertaken regularly. The Board has the discretion for these reviews to be conducted either independently or on a self-assessment basis. The review focuses on: • Strategic alignment and engagement; • Board composition and structure; • Processes and practices; • Culture and dynamics; relationship with management; and • Personal effectiveness. Retirement and rotation of directors Retirement and rotation of directors are governed by the Corporations Act 2001 and the Constitution of the Company. There must be an election at each annual general meeting of the Company. The Constitution provides that the following directors must retire at each annual general meeting; • any director required to retire under clause 14.4(b) of the Constitution, being the provision relating to the three year limit on the term of a director; • any director required to submit for election under clause 14.2(c) of the Constitution, being the provision requiring casual vacancies to retire at the next annual general meeting following their appointment (Mr Stuart Brown and Mr Ronnie Beevor will seek election at the annual general meeting on 28 May 2024); or A review of the Board’s performance and effectiveness in respect of the year ended 31 December 2023 was conducted. • Managing Director and senior executives Performance evaluations of the Managing Director and senior executives is undertaken annually through a performance appraisal process which involves reviewing and assessment of performance against agreed corporate objectives and individual key performance indicators or deliverables. if no person is standing for election or re-election under the above, then the director that has been in office the longest will seek re- election (as Mr Brown and Mr Beevor are required to retire and are seeking election under clause 14.2(c), this will satisfy the requirements to hold an election at the annual general meeting and as such, there will be no other director required to retire). 27 Lucapa Diamond Company Limited | Annual Report 2023 | Independent professional advice Each Director of the Company or a controlled entity has the right to seek independent professional advice at the expense of the Company or the controlled entity. However, prior approval of the Chairman is required which will not be unreasonably withheld. Principle 2 Structure the Board to be effective and add value Access to employees Directors have the right of access to any employee. Any employee shall report any breach of corporate governance principles or Company policies to the Chairman or as outlined under the Whistleblower policy. If the breach is not rectified to the satisfaction of the employee, they shall have the right to report any breach to an independent Director without further reference to senior executives of the Company. Directors’ and officers’ liability insurance Directors’ and officers’ liability insurance is maintained by the Company for the Directors and senior executives at the Company’s expense. Board meetings The frequency of Board meetings and the extent of reporting from management at Board meetings are as follows: • A minimum of four scheduled meetings are to be held per each financial year; • Other meetings will be held as required; • Meetings can be held where practicable by electronic means; • Information provided to the Board includes all material information related to the operations of the Group including exploration, evaluation, development and mining operations, budgets, forecasts, cash flows, funding requirements, investment and divestment proposals, new business development activities, investor relations, financial accounts, sales and market information, taxation, external audits, internal controls, risk assessments, people and health, safety and environmental reports, statistics and new business; • Once established or as necessary, the Chairman of the appropriate Board sub-committee or other meeting will report at the subsequent Board meeting the outcomes of that meeting. The number of Directors’ meetings (including meetings of committees of Directors where applicable) and the number of meetings attended by each of the Directors of the Company during the financial year are set out in the Directors’ Report. 28 The names of the Directors of the Company and their qualifications are set out in the section headed “Information on Directors” in the Directors’ Report. The ASX Corporate Governance Council guidelines recommend that the Board should constitute a majority of independent Directors and that the Chairperson should be independent. As at 31 December 2023, the Board consisted of three Directors of whom one was considered independent being Mr Miles Kennedy (non-executive Chairman - appointed as a director on 12 September 2008 and served as Executive Director until 11 December 2014). The Board considers that whilst Mr Kennedy has served as a Director for a long period, he remains independent from management and substantial shareholders and is therefore able to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole rather than in the interests of an individual shareholder or other party. Mr Ross Stanley (non-executive Director – appointed 26 July 2018) had a substantial shareholding in the Company and therefore did not meet the criteria for an independent Director. Mr Nick Selby (Managing Director - appointed as a director on 4 September 2017 and served as Executive Director until 1 August 2023 and then interim Managing Director until 5 October 2023) therefore does not meet the criteria for an independent Director due to his executive role. In Q4/2023 the Company announced that the Board had set about independent non-executive identifying and assessing suitable director candidates to complement the existing competencies of the Board to drive performance, create shareholder value and lead ethically by example. In April 2024, Mr Stuart Brown was appointed independent non- executive Chair and Mr Ronnie Beevor was appointed independent non-executive director. At the same time, Mr Kennedy stepped down as Chair and Mr Stanley left the Board. As of the date of this report the Board consists of four Directors, the majority of which are considered independent. Board skills and experience The Company objective is to have an appropriate mix of experience and expertise on the Board and Committees so that the Board can effectively discharge its strategic, corporate governance and oversight responsibilities. The composition of the Board has been structured so as to provide the Company with an adequate mix of non-executive and executive Directors with exploration, development and mining industry knowledge, country specific knowledge, technical, commercial, capital markets and financial skills together with integrity and judgment considered necessary to represent shareholders and fulfil the business objectives of the Group. During FY23, the Board acknowledges that it was not comprised by a majority of independent directors, however it has addressed this subsequent to year end by identifying and appointing two independent non-executive directors with the skills commensurate with the growth and development of the Group’s activities and to complement the existing competencies of the Board to drive performance, create shareholder value and lead ethically by example. | Lucapa Diamond Company Limited | Annual Report 2023 This mix described in the Board skills matrix is based on the Board composition as at 31 December 2023 as follows: SKILLS DIRECTORS HOLDING THIS SKILL Resources industry and Africa experience Diamond industry and marketing Strategy M&A Finance Risk Management Government relations Capital projects; financing/ project management Sustainable development Previous board experience Governance Policy Executive leadership Remuneration 3 3 3 3 3 3 3 3 3 3 3 3 3 3 The competencies that the current Board members have formulated their analysis are based upon the criteria judged as important by the Board given the Company’s current stage of growth, in conjunction with independent industry guidance as follows: • Resources Industry & Africa Experience - experience in the resources industry, including broad knowledge of exploration, operations, project development, markets, shipping and competition. • Diamond Industry & Marketing Experience - specific experience in the diamond industry, including an in-depth knowledge of exploration, operations, project development, markets, cutting and polishing, competitors and relevant technology. • Strategy – identifying and critically assessing the strategic opportunities and threats to the organisation and developing and implementing successful strategies in context to an organisation’s policies and business objectives. • Mergers and Acquisition – experience managing, directing or advising on mergers, acquisitions, divestments and portfolio optimisations. • Finance – senior executive or other experience in financial accounting and reporting, internal financial and risk controls, corporate finance and restructuring corporate transactions. • Risk Management - experience working with and applying broad risk management frameworks in various countries, regulatory or business environments, identifying key risks to an organisation, monitoring risks and compliance and knowledge of legal and regulatory requirements. • Government Relations – senior management or equivalent in politically, experience (particularly transactional) working culturally and regulatory diverse business environments. • Capital Projects; Financing / Project Management – experience with projects involving contractual negotiations, significant capital outlays, procuring project investment and securing partners with long investment horizons. • Sustainable Development – senior management or equivalent experience in economic, social and environmental sustainability and workplace health and safety practices. • Previous Board Experience – serving on boards of varying size and composition in varying industries and for a range of organisations. Awareness of global practices, benchmarking, some international experience. • Governance – implementing the high standards of governance in a major organisation that is subject to rigorous governance standards and assessing the effectiveness of senior management. • Policy – identifying key issues for an organisation and developing appropriate policy parameters within which the organisation should operate. • Executive Leadership – experience in corporate structuring, overseeing strategic human capital planning, evaluating the performance of senior management, industrial relations, organizational change management and sustainable success in business at a senior level. • Remuneration – experience strategy, remuneration governance frameworks, Corporations Act and employment law, performance and incentive schemes. remuneration in The Board Skills Matrix is an important driver to formalise the director nomination processes and was applied as a significant number of candidates were considered for the recently appointed independent non-executive director positions to complement the existing skill sets on the Board and in alignment with the Company’s needs and best practice. Nomination of other Board members Membership of the Board of Directors is reviewed on an on-going basis by the Chairperson of the Board to determine if additional core strengths are required to be added to the Board in light of the nature of the Group’s businesses and its objectives and diversity. The Board currently performs the role of a Nomination Committee given the Company’s size and stage of growth. However this will be reviewed to ensure there is a continued emphasis on board membership which aligns with the Company’s corporate culture and addresses independence and diversity. The Board has focussed on a measured process to ensure it maintains a strong, well-credentialed Board to oversee the Company’s next growth phase. As part of the Board restructuring process that commenced during FY23, the Company sought to identify suitable non-executive director candidates to join the Board based on readily available information on respective backgrounds, current Board positions and visible competencies. Director induction and ongoing professional development The Company does not have a formal induction program for Directors but does provide Directors with information detailing policies, corporate governance and various other corporate requirements of being a director of an ASX listed company. To the extent required, new Directors are provided access to the diamond industry centres and given audiences with key management, industry participants as part of the induction. Due to the size and nature of the business, Directors are expected to already possess a level of both industry, technical, corporate and commercial expertise before being considered for a directorship of the Company. Directors are provided with the opportunity to access employees of the business and any information as they require on the business including being given access to regular operational updates, industry update, news articles and publications where considered relevant. 29 Lucapa Diamond Company Limited | Annual Report 2023 | Principle 3 Instill a culture of acting lawfully, ethically and responsibly Principle 4 Safeguard the integrity of corporate reports Lucapa has a financial reporting process which includes quarterly, half year and full year reports which are signed off by the Board before they are released to the market. The Company’s Continuous Disclosure policy ensures that any corporate reports that are released to the market that are not audited or reviewed by an external auditor are reviewed by the Board and appointed responsible officers, which are the Managing Director, Head of Investor Relations and Corporate Communications, the Company Secretary and Chief Financial Officer (or equivalent), to verify the accuracy of information before being released. The Board does not have a separate Audit Committee given the current size of the Board. However it is intended that a committee will be established comprised by a majority of independent directors as the Company transitions to become a mid-tier producer. In the interim, the four Board members, who each have extensive corporate, commercial and financial expertise, manage the financial oversight as well as advise on the modification and maintenance of the Group’s financial reporting, internal control structure, external audit functions, and appropriate ethical standards for the management of the Group. In discharging its oversight role, the Board is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Group and the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties. The Managing Director and Chief Financial Officer (or equivalent) reports on the propriety of compliance on internal controls and reporting systems and ensures that they are working efficiently and effectively in all material respects. The Company has established procedures for the selection, appointment and rotation of its external auditor. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company’s and Group’s business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board. The Company’s external auditor attends each annual general meeting and is available to answer questions from shareholders relevant to the conduct of the external audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company and the independence of the auditor. Directors, officers, employees and consultants to the Group are required to observe high standards of behaviour and business ethics in conducting business on behalf of the Group and they are required to maintain a reputation of integrity on the part of both the Group and themselves. The Group does not contract with or otherwise engage any person or party where it considers integrity may be compromised. Lucapa recognises the importance of its people in building a strong and successful organisation. To achieve this, Lucapa has focused on developing the right culture across the organisation, which is strongly based on a vision, mission and values communicated in our teams in Australia and Africa to ensure they know what is expected of them, both operationally and behaviourally, and are recognised for their good work. Code of Conduct The Company’s Code of Conduct policy has been endorsed by the Board and applies to all Directors, officers, employees and consultants. Whistleblower policy In line with the Code of Conduct, the Company has a Whistleblower policy that ensures that all eligible whistleblowers who make a report in good faith can do so without fear of intimidation, disadvantage or reprisal. Anti-Bribery and Corruption and Anti-Slavery policies The Company’s Anti-Bribery and Corruption and Anti-Slavery policies have been endorsed by the Board and applies to all Directors, Group employees, consultants, contractors and third-parties. Conflicts of interest Directors are required to disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director or the interests of any other party in so far as it affects the activities of the Group and to act in accordance with the Corporations Act if the conflict cannot be removed or if it persists. That involves taking no part in the decision- making process or discussions where a conflict does arise. Trading in Company securities Directors are required to make disclosure of any trading in the Company’s shares. The Company policy in relation to share trading is that Directors, key management personnel, officers, employees, consultants and contractors of the Group (“Staff”) are prohibited to trade whilst in possession of unpublished price sensitive information concerning the Group or within a certain period of the release of results i.e. the blackout period. That is information which a reasonable person would expect to have a material effect on the price or value of the Company’s shares. Staff must receive authority to acquire or sell shares from the Chairman or the Company Secretary prior to doing so to ensure that there is no price sensitive information of which Staff might not be aware. The undertaking of any trading in shares by a Director must be notified to the ASX. 30 | Lucapa Diamond Company Limited | Annual Report 2023 Principle 5 Make timely and balanced disclosure The Company has adopted a formal policy dealing with its disclosure responsibilities. The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX. In accordance with the ASX Listing Rules the Company immediately notifies the ASX of non-public information: • Concerning the Group that a reasonable person would expect to have a material effect on the price or value of the Company’s securities; and • That would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities. The policy also addresses the Company’s obligations to prevent the creation of a false market in its securities. The Company also publishes other information to assist investors to make an informed decision on its website. The Managing Director has ultimate authority and responsibility for recommending market disclosure to the Board which, in practice, is exercised in conjunction with the Board and Company Secretary. In addition, the Board will also consider whether there are any matters requiring continuous disclosure in respect of each and every item of business that it considers. Principle 6 Respect the rights of security holders The Board’s fundamental responsibility to shareholders is to work towards meeting the Company’s strategic objectives to add value for them. The Board maintains an investor relation program which will inform shareholders of all major developments affecting the Group by: • Preparing half yearly and yearly financial reports; • Preparing quarterly reports as to activities; • Making announcements in accordance with the listing rules and the continuous disclosure obligations; • Posting all the above on the Company’s website once released to the ASX; • Annually, and more regularly if required, holding a general meeting of shareholders and forwarding to them the annual report, if requested, together with notice of meeting and proxy form; and • Voluntarily releasing other information which it believes is in the interest of shareholders. The Annual General Meeting enables shareholders to discuss the annual report and participate in the meetings either by attendance or by written communication. The Company provides all shareholders with a Notice of Meeting so they can be fully informed and be able to vote on all resolutions at the Annual General Meeting. Shareholders are able to discuss any matter with the Directors and/ or the auditor of the Company who is also invited to attend the Annual General Meeting. Shareholders have the option to receive all Company and share registry communications electronically and may also communicate with the Company by contacting the Company via email. Principle 7 Recognise and manage risk The Board has adopted a Risk Management policy, which sets out the Group’s risk profile. Under the policy, the Board is responsible for approving the Group’s policies on risk oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. Under the policy, the Board delegate’s day-to-day management of risk to the Managing Director, who is responsible for identifying, assessing, monitoring and managing risks with other executive management. The executive is also responsible for updating the Group’s material business risks to reflect any material changes, with the approval of the Board. In fulfilling the duties of risk management, the executive has unrestricted access to Group employees, contractors and records and may obtain independent expert advice on any matter they believe appropriate. The Board does not have a separate Risk Management Committee as the Board monitors and reviews the integrity of financial reporting and the Group’s internal financial control systems. Management assesses the effectiveness of the internal financial control on an annual basis and table any concerns and/ or recommendations at Board meetings where required. In addition, the following risk management measures have been adopted by the Board to manage the Group’s material business risks: • Establishment of financial control procedures and authority limits for management; • Approval of an annual budget; • Adoption of a compliance procedure for the purpose of ensuring compliance with the Company’s continuous disclosure obligations; • Adoption of a corporate governance manual which contains other policies to assist the Group to establish and maintain its governance practices; and • Compilation, maintenance and review of a risk register to identify the Group’s material business and operational risks and risk management strategies for these risks. The risk register is reviewed half yearly and updated as required. The Executive reports to the Board on material business risks at each Board meeting. The Board has required the executive to design, implement and maintain risk management and internal control systems to manage the material business risks of the Group. The Board also requires management to report to it confirming that those risks are being managed effectively. The Chief Financial Officer (or equivalent) has provided a declaration to the Board in accordance with section 295A of the Corporations Act and has assured the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial risks. 31 Lucapa Diamond Company Limited | Annual Report 2023 | The Board monitors the adequacy of its risk management framework regularly to ensure that it continues to be sound and deals adequately with contemporary and emerging risks and that the Company is operating with due regard to the risk appetite set by the Board and discloses that reviews have taken place at the end of each reporting period. Internal Audit The Group does not have an internal audit function as the Board believes the business is neither the size nor complexity that requires such a function. The Board is currently responsible for monitoring the effectiveness of internal controls, risk management procedures and governance. Sustainability and Industry risks The Group’s operations are and will continue to be subject to a range of hazards and risks normally incidental to exploring for, evaluating, developing and mining diamond resources. The Company and its subsidiaries have detailed risk matrices which are regularly reviewed, and which highlight critical risk factors that the Group faces at any particular time. Principal risks to the business include, amongst others, those relating to: • Macroeconomic factors, sovereign and partner risk, global diamond market and diamond demand and pricing; • The ability to raise capital and/ or required additional funding for continued exploration, evaluation, development and mining operations; • Operational issues such as severe weather conditions, supply delays, major equipment breakdowns and labour disputes; • The ability to replace resource and reserves as they are depleted or become uneconomical and/ or achieve exploration success; • Environmental, health and safety and social issues (see below); and • Retention and reliance on key executives. As the Group expands its activities either within existing projects or with the addition of new projects, it is expected that the sustainability risks will change accordingly. The Board reviews the overall sustainability of both the diamond business and more specifically, the Group, in its normal course of business. Details of the Group’s sustainability activities and strategic direction are set out in the ESG Report. Environmental and Social Risks The Group strives to operate in accordance with the highest standards of environmental practice and comply in all material respects with applicable environmental laws and regulations. Such regulations typically cover a wide variety of matters including, without limitation, prevention of waste, pollution and protection of the environment, labour regulations and worker safety. The Company may also be subject under such regulations to clean-up costs and liability for toxic or hazardous substances which may exist on or under any of its properties or which may be produced as a result of its operations. The Company has adopted a formal Anti-Bribery and Corruption and Anti-Slavery policies which apply to all staff, consultants and contractors that work with the Group. The policies seek to ensure that 32 | Lucapa Diamond Company Limited | Annual Report 2023 32 | Lucapa Diamond Company Limited | Annual Report 2023 the Company operates in an ethical and transparent manner in all business dealings and that the Company has a Whistleblower policy and mechanism for staff to alert management should any issues or incidents occur. The Board monitors the adequacy of its environmental and social risk management to ensure that it continues to be sound and deals adequately with contemporary and emerging risks in the respective jurisdictions the Group operates within. The Company is entering an important phase and the Board believes that whilst the remuneration framework is appropriate and fit-for- purpose based on the Company’s development and growth profile and to drive and deliver the outcomes desired by all shareholders, it has adopted the recommendations from the independent remuneration consultant which focus on providing directors, key management personnel and senior management with clear short term, project based and long-term incentives to drive alignment of the Company’s key objectives. Principle 8 Remunerate fairly and responsibly The Remuneration framework for short-term incentives (STI) is in the form of cash and equity, Project Based Incentives (PBI) in the form of equity and long-term incentives (LTI) in the form of equity, were measured against the Company’s relevant targets in FY22 and FY23 such as; The Company does not have a Remuneration Committee given the size of the Board. However it is intended that a committee will be established comprised by a majority of independent directors as the Company transitions to become a mid-tier producer. In the interim, the Board monitors and reviews the remuneration level and policy of the Group. STI; • Production • Expenditures/ Capex • ESG and Safety • Exploration Details of the remuneration policy are contained in the Remuneration Report included in the Directors’ Report. The Company’s policy is to remunerate non-executive Directors at a fixed fee for time, commitment, and responsibilities. Any services over and above their agreed responsibility is remunerated separately on normal commercial terms. Remuneration for non-executive Directors is not linked to individual performance. The Company may grant options and performance rights to non-executive Directors. The grant of options and performance is designed to recognise and reward efforts as well as to provide non-executive Directors with additional incentive to continue those efforts for the benefit of shareholders and the Group. The maximum aggregate amount of fees (including superannuation payments) that can be paid to non-executive Directors is subject to approval by the shareholders at general meeting. Pay and rewards for executive Directors and senior executives consists of a base salary, performance and retention incentives. Medium and long-term performance incentives may include options and/ or performance rights granted at the discretion of the Board and subject to obtaining the relevant approvals. The grant of options and/ or performance rights is designed to recognise and reward efforts as well as to provide additional incentives and retentions and may be subject to the successful completion of performance hurdles. Executives are offered a competitive level of base pay at market rates (for comparable companies and industry) and are reviewed annually to ensure market competitiveness. The Company’s policy is not to allow transactions in associated products which limit the risk of participating in unvested elements of equity-based compensation plans. The Directors are not entitled to a termination bonus or retirement benefit (other than for superannuation). The Directors’ contracts contain a service bonus in the event of a takeover or change of control, subject to shareholder approval where required. During the previous reporting period the Board engaged an independent remuneration consultant, BDO Remuneration and Reward Pty Limited, to review the pay and rewards for Directors and senior executives including independent benchmarking as the Company continues to maximise operating performance from its existing mines and the development of the Company’s Merlin Project in the Northern Territory, Australia. PBI; • Production at the Merlin Project LTI; • Absolute shareholder return The independent review has considered Non-executive directors total fixed remuneration in relation to benchmarked peers in which non- executives are encouraged to hold shares in the Group to partake in the future growth of the Group and, to participate in the Group’s profits and dividends that may be realised in future years. 33 Lucapa Diamond Company Limited | Annual Report 2023 | FINANCIAL report 34 | Lucapa Diamond Company Limited | Annual Report 2023 34 | Lucapa Diamond Company Limited | Annual Report 2023 Directors’ Report Consolidated financial statements Notes to the consolidated financial statements Director’s Declaration Independent Auditor’s Report Additional ASX Information Definitions and Abbreviations 36 56 61 105 106 113 116 35 Lucapa Diamond Company Limited | Annual Report 2023 | Directors’ Report Company Secretary Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 The Directors present their report together with the financial report of Lucapa and the Group for the financial Directors year ended 31 December 2023 and independent auditor’s report thereon. Name The Directors of the Company at any time during or since the end of the financial period are: Period of directorship Position M Kennedy N Selby Non-Executive Chairman Appointed 12 September 2008 Chief Executive Officer/ Managing Director R Stanley Interim Chief Executive Officer/ Managing Director Previous Chief Operating Officer/ Executive Director Effective from 5 October 2023 1 August 2023 to 4 October 2023 Appointed 4 September 2017 S Wetherall Non-Executive Director Appointed 26 July 2018 Previous Chief Executive Officer/ Managing Director Appointed 13 October 2014 Resigned 31 July 2023 The qualifications, experience and other directorships of the Directors in office at the date of this report are: Miles Kennedy Ross Stanley Mr Kennedy has held directorships of Australian listed companies for more than 30 years. He was previously Chairman of companies including Sandfire Resources, Kimberley Diamond Company, Blina Diamonds, Macraes Mining Company, MOD Resources and Auris. He has extensive experience in the management of public companies with specific emphasis in the resources industry. He lives in Nick Selby Dunsborough, Western Australia. Mr Selby is an extraction metallurgist with over 35 years' experience in the mining industry. He began his career with De Beers, where he spent 19 years in a range of technical roles. Mr Selby joined Gem Diamonds in 2005, where he was responsible for establishing diamond projects in various countries including Angola, Australia, DRC, Central African Republic, Indonesia, Lesotho and Botswana. He lives in Perth, Western Australia. 36 industry Mr Stanley has an extensive background in the in Australia and Africa, resources specialising in drilling and related exploration and mining services. He was the founder and Managing Director of ASX-listed Stanley Mining Services prior to its merger with Layne Christensen in 1997. Mr Stanley was also a major shareholder and Non- Executive director of Perth-based gold miner Equigold NL, which was taken over by Lihir Gold for A$1.1 billion in 2008. He is a Non-Executive director of ASX listed Emerald Resources NL. He lives in Stephen Wetherall (resigned 31 July 2023) Dunsborough, Western Australia. the South African Mr Wetherall is a chartered accountant and member Institute of Chartered of Accountants with more than 20 years’ experience in financial and operational management, corporate transactions and strategic planning, most of which has been in the diamond industry. He has held senior financial and executive roles with diamond major De Beers and London-listed Gem Diamonds. He lives in Perth, Western Australia. Mr Clements was appointed Company Secretary on currently holds the position of company secretary 2 July 2012. Mr Clements holds a Bachelor of and/ or director of several publicly listed companies Commerce degree from the University of Western and has experience in corporate governance, Australia and is a Fellow of the Institute of Chartered finance, accounting and administration, capital Accountants of Australia, a Fellow of the Governance raising, ASX compliance and regulatory Institute of Australia and member of the Australian Directors’ Meetings Institute of Company Directors. Mr Clements requirements. The number of Directors’ meetings and the number of meetings attended by each of the Directors of the Company during the financial year are: Number of meetings held during the time Number of the Directors were meetings attended in office during the year 7 7 7 5 7 7 7 5 Nature of Operations and Principal Activities Director M Kennedy N Selby R Stanley S Wetherall Overview In 2023, the Group continued to focus on its Angolan acquisition of Merlin in the Northern Territory and assets (alluvial diamond mining, resource extension lamproite diamond exploration at Brooking in and kimberlite exploration at Lulo), its Lesotho asset Western Australia). Limited work was also (kimberlite diamond mining and capacity expansion undertaken at Lucapa’s Botswana asset (kimberlite Operating and Financial Review at Mothae) and its Australian assets (completing the exploration at Orapa Area F). Lucapa is a producer of large and high-quality Territory in 2021. A Feasibility Study into a low-cost, diamonds from its Lulo Alluvial Mine (“SML”) in small-scale development of Merlin is expected to be Angola and the Mothae Kimberlite Mine (“Mothae”) completed in 2024. in Lesotho. Both mines produce diamonds which attract some of the highest prices per carat in the world. The individual mines earn extra returns from beyond the mine gate through cutting and polishing margins which are generated by a partnership with a high-end diamantaire. The Company is also advancing exploration and evaluation activities on several projects in Africa and Australia. The most advanced of these programs is the prospective Lulo Kimberlite Exploration Joint Venture in Angola which is searching for the primary source of the large, high-value alluvial diamonds The Company’s 100% owned subsidiary, Australian regularly recovered by SML’s mining operations. Natural Diamonds Pty Ltd acquired the Merlin Diamond Project (“Merlin”) in the Northern | Lucapa Diamond Company Limited | Annual Report 2023 Directors’ Report Company Secretary Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 Mr Clements was appointed Company Secretary on 2 July 2012. Mr Clements holds a Bachelor of Commerce degree from the University of Western Australia and is a Fellow of the Institute of Chartered Accountants of Australia, a Fellow of the Governance Institute of Australia and member of the Australian Directors’ Meetings Institute of Company Directors. Mr Clements currently holds the position of company secretary and/ or director of several publicly listed companies in corporate governance, and has experience finance, accounting and administration, capital raising, regulatory requirements. compliance ASX and The number of Directors’ meetings and the number of meetings attended by each of the Directors of the Company during the financial year are: Director M Kennedy N Selby R Stanley S Wetherall Number of meetings attended 7 7 7 5 Number of meetings held during the time the Directors were in office during the year 7 7 7 5 Nature of Operations and Principal Activities In 2023, the Group continued to focus on its Angolan assets (alluvial diamond mining, resource extension and kimberlite exploration at Lulo), its Lesotho asset (kimberlite diamond mining and capacity expansion Operating and Financial Review at Mothae) and its Australian assets (completing the acquisition of Merlin in the Northern Territory and lamproite diamond exploration at Brooking in Western Australia). Limited work was also undertaken at Lucapa’s Botswana asset (kimberlite exploration at Orapa Area F). Overview Lucapa is a producer of large and high-quality diamonds from its Lulo Alluvial Mine (“SML”) in Angola and the Mothae Kimberlite Mine (“Mothae”) in Lesotho. Both mines produce diamonds which attract some of the highest prices per carat in the world. The individual mines earn extra returns from beyond the mine gate through cutting and polishing margins which are generated by a partnership with a high-end diamantaire. The Company’s 100% owned subsidiary, Australian Natural Diamonds Pty Ltd acquired the Merlin the Northern Diamond Project (“Merlin”) in Territory in 2021. A Feasibility Study into a low-cost, small-scale development of Merlin is expected to be completed in 2024. The Company is also advancing exploration and evaluation activities on several projects in Africa and Australia. The most advanced of these programs is the prospective Lulo Kimberlite Exploration Joint Venture in Angola which is searching for the primary source of the large, high-value alluvial diamonds regularly recovered by SML’s mining operations. 37 The Directors present their report together with the financial report of Lucapa and the Group for the financial Directors year ended 31 December 2023 and independent auditor’s report thereon. The Directors of the Company at any time during or since the end of the financial period are: Period of directorship Position Name M Kennedy N Selby Non-Executive Chairman Appointed 12 September 2008 Chief Executive Officer/ Managing Director Interim Chief Executive Officer/ Managing Director R Stanley Previous Chief Operating Officer/ Executive Director Effective from 5 October 2023 1 August 2023 to 4 October 2023 Appointed 4 September 2017 S Wetherall Non-Executive Director Appointed 26 July 2018 Previous Chief Executive Officer/ Managing Director Appointed 13 October 2014 Resigned 31 July 2023 The qualifications, experience and other directorships of the Directors in office at the date of this report are: Miles Kennedy Ross Stanley Mr Kennedy has held directorships of Australian Mr Stanley has an extensive background in the listed companies for more than 30 years. He was resources industry in Australia and Africa, previously Chairman of companies including specialising in drilling and related exploration and Sandfire Resources, Kimberley Diamond Company, mining services. He was the founder and Managing Blina Diamonds, Macraes Mining Company, MOD Director of ASX-listed Stanley Mining Services prior Resources and Auris. He has extensive experience in to its merger with Layne Christensen in 1997. Mr the management of public companies with specific Stanley was also a major shareholder and Non- emphasis in the resources industry. He lives in Executive director of Perth-based gold miner Nick Selby Dunsborough, Western Australia. Equigold NL, which was taken over by Lihir Gold for A$1.1 billion in 2008. He is a Non-Executive director of ASX listed Emerald Resources NL. He lives in Stephen Wetherall (resigned 31 July 2023) Dunsborough, Western Australia. Mr Selby is an extraction metallurgist with over 35 years' experience in the mining industry. He began his career with De Beers, where he spent 19 years in a range of technical roles. Mr Selby joined Gem Mr Wetherall is a chartered accountant and member Diamonds in 2005, where he was responsible for of the South African Institute of Chartered establishing diamond projects in various countries Accountants with more than 20 years’ experience in including Angola, Australia, DRC, Central African financial and operational management, corporate Republic, Indonesia, Lesotho and Botswana. He lives transactions and strategic planning, most of which in Perth, Western Australia. has been in the diamond industry. He has held senior financial and executive roles with diamond major De Beers and London-listed Gem Diamonds. He lives in Perth, Western Australia. Lucapa Diamond Company Limited | Annual Report 2023 | 2023 Group Highlights • 2023 Group highlights include: • • • • • • • • • • • • • revenue: Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; Group is debt free after expunging interest- bearing debt in Q3; Mothae set new records for tonnes mined and processed; Lulo Kimberlite Exploration program diamondiferous 15 discovered kimberlite; Merlin Diamond Project Feasibility Study pivoted low-cost, small-scale study to option; and Nick Selby appointed CEO and MD. its th In 2023, Lucapa continued to achieve the growth objectives against its goals: • Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following the improvements made processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; to • • 38 Financial Report For the year ended 31 December 2023 Financial Review • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. • • as volatile. Macro-economic Overall, the diamond market in 2023 could be described and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack of demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. Financial Report For the year ended 31 December 2023 from SML in 2023 and the Group strengthened its balance sheet by making the final instalments due to Equigold and the IDC, leaving the Group debt free, other than for capitalised lease obligations. The Group reported a loss after tax of US$17.2 million for the year (2022: US$15.1 million) after recognising a non-cash impairment charge of million unrealized foreign exchange loss on the intergroup loan from Lucapa to Mothae due to the weakening of the South African rand against the United States dollar. The loss after tax for the year attributable to members of the Company amounted to US$9.1 million (2022: US$10.3 million). US$13.4 million in respect of Mothae’s Property As at 31 December 2023 the Group’s assets exceeded Plant and Equipment (“Mothae’s PPE”) and a US$3.5 liabilities by US$71.3 million (2022: US$85.3 Additional performance measures million). To enable users of the Financial Report to gain a better insight into the extent and nature of activities of the Group, the following financial disclosures are provided, in addition to the AIFRS requirements: • • Mothae recorded an EBITDA of US$2.9 million for a pro-forma Consolidated Statement of Profit & 2023 (2022: a loss of US$1.1 million) due to an Loss by entity including the full results of SML improved operational performance during H1 after (refer page 8); and plant modifications made during the first quarter. a summary of the attributable EBITDA by entity Rough diamond revenue per carat sold for the full (refer page 9). year was US$775, down from the US$940 achieved Lucapa is extensively involved in the operating for H1 2023. Operating costs were well controlled activities of SML, have funded the development and and the EBITDA per carat sold was US$90 versus a has a 40% ownership interest in the mine. It loss of US$35 for 2022. The impairment charge for Mothae has been estimated following the decrease in the value of diamond recoveries in Q4 and the resulting uncertainties regarding the impact on future cash flows. The Company and mine management are currently exploring options to restore cash operating margins. SML reported an EBITDA of US$23.6 million for 2023 (2022: US$35.2 million). On a per carat sold basis, rough diamond revenue was US$2,700 (2022: US$ 2,450) and EBITDA was US$825 (2022: US$ 1,082). Operating costs were up due to higher stripping and processing volumes but kept within target for the year. The Group’s equity accounted share of SML’s after tax profit was US$4.2 million (2022: US$7.7 million). The Group results for the year also includes a fair value gain on Lucapa’s investment loan with SML of US$1.8 million (2022: US$2.5 million) following the repayments made during the period. Lucapa received a net dividend of US$1.4 million as well as US$6.5 million investment loan repayments therefore provides useful information to incorporate SML’s results on a consolidated basis and providing an alternative view of the make-up of the profit after tax attributable to owners of the Company. Reconciliations have been prepared to the Operating Profit/ Loss per the Consolidated Statement of Profit or Loss. On the pro-forma consolidated basis as per above, the Group recorded an EBITDA of US$23.4 million (2022: US$31.5 million) for the year and a loss after tax of US$10.9 million (2022: US$3.5 million). Both year’s results were impacted by the Mothae impairment. On a per carat sold basis rough diamond revenue increased from US$1,576 in 2022 to US$1,682 for the current year and EBITDA reduced from US$489 to US$384. The Group recorded an attributable EBITDA of US$8.3 million in 2023 (2022: US$10.8 million). Per carat sold, attributable rough diamond revenue increased from US$1,335 in 2022 to US$1,425 for the current period and EBITDA reduced from US$304 to US$245. | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; Financial Review The Group reported a loss after tax of US$17.2 million for the year (2022: US$15.1 million) after impairment charge of recognising a non-cash US$13.4 million in respect of Mothae’s Property Plant and Equipment (“Mothae’s PPE”) and a US$3.5 million unrealized foreign exchange loss on the intergroup loan from Lucapa to Mothae due to the weakening of the South African rand against the United States dollar. The loss after tax for the year attributable to members of the Company amounted to US$9.1 million (2022: US$10.3 million). Mothae recorded an EBITDA of US$2.9 million for 2023 (2022: a loss of US$1.1 million) due to an improved operational performance during H1 after plant modifications made during the first quarter. Rough diamond revenue per carat sold for the full year was US$775, down from the US$940 achieved for H1 2023. Operating costs were well controlled and the EBITDA per carat sold was US$90 versus a loss of US$35 for 2022. The impairment charge for Mothae has been estimated following the decrease in the value of in Q4 and the resulting diamond recoveries uncertainties regarding the impact on future cash flows. The Company and mine management are to restore cash currently exploring options operating margins. SML reported an EBITDA of US$23.6 million for 2023 (2022: US$35.2 million). On a per carat sold basis, rough diamond revenue was US$2,700 (2022: US$ 2,450) and EBITDA was US$825 (2022: US$ 1,082). Operating costs were up due to higher stripping and processing volumes but kept within target for the year. The Group’s equity accounted share of SML’s after tax profit was US$4.2 million (2022: US$7.7 million). The Group results for the year also includes a fair value gain on Lucapa’s investment loan with SML of US$1.8 million (2022: US$2.5 million) following the repayments made during the period. Lucapa received a net dividend of US$1.4 million as well as US$6.5 million investment loan repayments Financial Report For the year ended 31 December 2023 from SML in 2023 and the Group strengthened its balance sheet by making the final instalments due to Equigold and the IDC, leaving the Group debt free, other than for capitalised lease obligations. As at 31 December 2023 the Group’s assets exceeded liabilities by US$71.3 million (2022: US$85.3 Additional performance measures million). To enable users of the Financial Report to gain a better insight into the extent and nature of activities of the Group, the following financial disclosures are • provided, in addition to the AIFRS requirements: • a pro-forma Consolidated Statement of Profit & Loss by entity including the full results of SML (refer page 40); and a summary of the attributable EBITDA by entity (refer page 41). Lucapa is extensively involved in the operating activities of SML, have funded the development and has a 40% ownership interest in the mine. It therefore provides useful information to incorporate SML’s results on a consolidated basis and providing an alternative view of the make-up of the profit after tax attributable to owners of the Company. Reconciliations have been prepared to the Operating Profit/ Loss per the Consolidated Statement of Profit or Loss. On the pro-forma consolidated basis as per above, the Group recorded an EBITDA of US$23.4 million (2022: US$31.5 million) for the year and a loss after tax of US$10.9 million (2022: US$3.5 million). Both year’s results were impacted by the Mothae impairment. On a per carat sold basis rough diamond revenue increased from US$1,576 in 2022 to US$1,682 for the current year and EBITDA reduced from US$489 to US$384. The Group recorded an attributable EBITDA of US$8.3 million in 2023 (2022: US$10.8 million). Per carat sold, attributable rough diamond revenue increased from US$1,335 in 2022 to US$1,425 for the current period and EBITDA reduced from US$304 to US$245. 39 Lucapa Diamond Company Limited | Annual Report 2023 | t r o p e R l a i c n a n F i 2023 Group Highlights 2023 Group highlights include: 3 2 0 2 r e b m e c e D 1 • 3 d e d n • e r a e y e h t • r o F • • • • • • • • • • • • • , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , - - - - ( ( 4 7 3 0 1 6 2 3 3 9 8 4 3 2 0 2 2 2 0 2 3 2 0 2 2 2 0 2 2 2 0 2 2 2 0 2 3 2 0 2 5 0 4 ) 7 1 2 ( ) 3 1 9 ( ) 7 1 5 ( ) 5 2 3 ( ) 7 5 3 ( ) 1 2 8 ( ) 4 6 4 ( ) 2 0 8 ( 6 0 1 , 3 7 2 3 , 4 4 0 7 , 6 4 8 4 , 3 9 8 8 , 2 ) 9 5 2 1, ) 7 1 0 1, ( ) 4 5 9 1, s 0 0 0 $ A 1) 3 8 , 2 ( 8 4 5 1, 3 ) 1 5 3 2 ( ) 4 7 1 , 3 ( 6 6 3 3 2 8 6 5 7 4 5 6 2 6 3 ) 3 9 7 9 ( ) 5 7 9 6 ( ) 1 5 0 9 ( ) 0 8 8 1, ( ) 7 8 9 3 ( * p u o r G ) 8 4 5 , 3 ( ) 5 4 5 3 ( ) 2 8 5 3 ( ) 2 1 0 6 ( ) 3 8 4 6 ( ) 2 2 9 6 ( ) 9 9 4 , 2 ( ) 2 0 4 5 ( ) 6 2 6 4 ( s 0 0 0 $ S U ) 4 6 4 9 ( ) 0 6 4 4 ( 2 1 9 3 0 1 9 7 6 6 5 1 5 1 0 5 0 1 ) 3 3 5 5 1 ( ) 9 9 1 5 1 ( ) 8 5 5 3 1 ( ) 0 7 3 3 1 ( ) 6 5 8 1, 7 ( 6 8 9 2 6 1 ) 1 5 7 0 2 ( ) 5 9 9 5 1 ( ) 3 0 7 4 1 ( ) 1 6 0 0 1 ( ) 3 8 9 6 1 ( ) 0 7 2 4 1 ( ) 9 1 8 2 2 ( ) 2 0 3 0 1 ( ) 7 4 0 4 1 ( ) 3 4 9 0 1 ( ) 1 4 8 4 9 ( ) 8 0 6 0 1 ( ) 3 4 4 0 2 ( ) 0 0 9 2 6 ( ) 2 2 5 1, 1 1 ( r e h t o & e t a r o p r o C revenue: Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); p u o r 63,469 carats recovered on a 100% basis; G Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; Group is debt free after expunging interest- bearing debt in Q3; Mothae set new records for tonnes mined and processed; Lulo Kimberlite Exploration program diamondiferous 15 discovered kimberlite; Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study option; and Nick Selby appointed CEO and MD. s s o L r o t i f o r P Lulo Alluvial Mine achieved 9% higher f o r e t processing volumes for the year compared to n h t e o m d the previous year due to the recent n y a e n t s a a investment in new plant and fleet; t p n t m e S m o C Mothae set new records for tonnes mined d t s e e u h t d t (up 23% yoy) and processed (up 22% yoy) a a f o d V s F A r following the improvements made e o & D n T s x w F BI n O processing plant in 2022; E o C The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; e s n e p x e x a t e m to o c n I o p & e u n e v e r h g u o R : o t e l b a t u b i r t t i e r o f e b ) s s o l ( e s & y t l a y o R i r e t f a ) s s o l ( n g r a m d e h s x a t e m o c n x a t e m o c n t s o c e c n a n i t a c e r p e D s t s o c g n s t s o c g n ) 8 0 6 , 0 1 ( ) 1 9 3 , 4 2 ( ) 1 9 3 , 4 2 ( ) 3 2 4 , 6 4 ( ) 0 3 5 , 2 2 ( ) 6 0 3 , 8 1 ( ) 5 8 8 1, 2 ( ) 9 3 5 , 7 3 ( e a h t o M ) 1 5 1 , 6 2 ( ) 1 5 1 , 6 2 ( ) 4 7 0 , 7 1 ( ) 0 7 3 , 3 1 ( ) 0 0 3 , 8 ( ) 6 9 4 , 8 ( ) 2 6 8 , 8 ( i t a r e p O 9 9 9 , 0 8 ) 8 2 9 , 4 ( ) 3 4 2 , 4 ( 9 5 4 , 6 2 7 3 6 , 3 2 ) 6 1 4 , 8 ( ) 0 1 0 , 3 ( ) 5 3 5 , 3 ( ) 5 3 5 , 5 ( ) 3 2 5 , 3 ( ) 6 9 4 1, ( 6 5 5 , 8 7 0 3 6 1, 2 2 6 5 , 6 1 / t i f o r P / t i f o r P 3 5 1 , 5 2 0 6 1 , 5 3 ) 5 2 1 , 4 ( its 9 1 3 , 2 1 3 1 9 , 2 2 1) 2 2 , 7 ( 1) 9 2 1, ( 1) 7 6 1, ( 3 0 9 , 2 r i a p m 2 5 6 , 8 8 2 9 , 4 ) 3 1 1 1, ) 0 0 3 ( 7 8 7 1, t n e m L M S 3 2 0 2 2 2 0 2 3 2 0 2 t e N n o i l th i l l A i f i l - - - ( - - I j i i 2 3 1 0 1 , ) 2 0 4 5 ( , ) 6 3 9 2 ( , ) 3 8 9 6 1 ( , 0 2 7 6 , ) 2 8 5 3 ( , ) 2 9 8 1, ( ) 3 4 9 0 1 ( , ) 1 2 8 ( 9 5 0 1, ) 8 3 4 1, ( 9 8 8 , 2 ) 7 1 3 , 7 ( ) 1 9 3 , 4 2 ( ) 5 4 8 , 7 ( ) 1 5 1 , 6 2 ( 8 7 9 , 2 1 0 3 6 1, 2 1 9 3 , 7 9 1 3 , 2 1 s t s e r e t n i g n i l l o r t n o c - n o N ) L M S g n d u l c n i ( i w e i v r e v o s g n n r a e d e t a d i i l o s n o c a m r o f - o r P 40 In 2023, Lucapa continued to achieve the growth objectives against its goals: • Financial Report For the year ended 31 December 2023 • , $ A • • 7 3 7 6 7 3 2 The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. 1 1 6 2 2 8 6 1, 6 7 5 1, 9 8 4 4 8 3 7 9 5 • • , - - - - . $ S U ) 5 3 ( 0 9 6 Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. r o f e t a r e g n a h c x e $ A 0 0 0 $ S U ) 5 5 8 , 8 1 ( ) 1 8 3 , 5 1 ( ) 0 6 6 , 7 ( 6 6 3 , 3 2 7 3 6 , 3 2 8 4 5 1, 3 ) 5 9 1 , 4 ( 0 6 1 , 5 3 0 5 7 , 5 1 2 1 2 , 9 1 7 6 5 , 3 9 7 6 , 3 3 2 0 2 2 2 0 2 9 4 4 , 2 2 8 0 1, 5 7 7 0 9 5 2 8 0 0 7 , 2 From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. r i a p m t n e m s s o i i l i i t i t d e n o e m The G7 Countries (including the European Union) o c n announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond A D jewellery from the beginning of 2024. The sanctions T u B q E e are designed to curb Russia’s ability to continue to L L M M finance the invasion of Ukraine. S S % 0 0 1 ( s g n n r a e d e t a d e u n e v e r d n o m a d h g u o R a c e r p e d M O L & e a h e g n a h c x e n g e r o F A D T BI E d e t a d n u o c c a y t i a s n a r t A D T B E : s m e t i o M i l i l i l t l i t I l I i i i d n a n o l r o t i f o r p f o t n e m e t a t s r e p s a s s o g n i t a r e p O : s g n n r a e d e t n u o c c a y t i u q e e v o m e R n o i t a i l i c n o c e R A D T B E d e t a d I o s n o C : ) o s n o c d d A h s a c - n o n k c a b d d A : d o s t a r a c r e P o s n o C . : ) 3 6 6 0 2 2 0 2 ( 4 4 6 0 f o d o i r e p e h t : $ S U e t a r e g a r e v a n a t a $ A o t d e t r e v n o c s t l u s e R * Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; | Lucapa Diamond Company Limited | Annual Report 2023 t r o p e R l a i c n a n F i Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; 2023 Group Highlights 2023 Group highlights include: 3 2 0 2 r e b m e c • e D 1 3 d • e d n e r a e y • e h t r o F • • • • • • • • • • • 2 2 0 2 3 2 0 2 * p u o r G s 0 0 0 $ A 8 3 0 3 7 , ) 5 8 5 6 ( , ) 2 9 1 0 5 ( , 1 6 2 6 1 , 4 1 5 7 7 , ) 0 9 0 7 ( , ) 4 2 5 7 5 ( , 0 0 9 2 1 , 9 5 4 3 7 0 2 , $ A 1 1 2 2 , 0 8 3 , , , , , , , , , , - - ) - - 4 0 3 5 4 2 2 2 0 2 2 2 0 2 3 2 0 2 3 2 0 2 5 3 3 1, 2 1 3 8 5 8 7 0 1 % 0 0 1 ( ) 7 6 3 4 ( ) 0 0 5 2 ( 4 4 9 9 4 ) 8 6 5 4 ( 0 4 4 8 4 ) 0 0 5 2 ( ) 8 8 2 3 3 ( ) 4 6 0 7 3 ( 5 2 4 1, revenue: Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; p EBITDA: US$23.4 million (A$36.3 million) on u o r G 100% basis; Attributable Rough diamond US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); r e h 63,469 carats recovered on a 100% basis; t o & Lulo recovered 5 +100 carat diamonds for e t a the year and a total of 30,585 carats; r o p r Mothae recovered a total of 32,884 carats; o C Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML ) 7 4 dividends; 0 1, ( Group is debt free after expunging interest- e bearing debt in Q3; a % h 0 t o ) 7 Mothae set new records for tonnes mined 0 M ( 7 1 1, and processed; ( Lulo Kimberlite Exploration program diamondiferous 15 discovered kimberlite; Merlin Diamond Project Feasibility Study low-cost, small-scale study pivoted to % 0 option; and 4 ( Nick Selby appointed CEO and MD. ) 6 1 0 , 5 1 ( ) 2 7 7 , 5 1 ( s 0 0 0 $ S U ) 9 1 3 , 5 1 ( ) 0 2 3 , 3 ( 0 0 4 , 2 3 4 6 0 , 4 1 ) 6 7 1 , 3 ( 0 4 0 , 6 1 2 2 5 , 8 1 ) 6 7 1 3 ( 3 3 0 , 2 5 5 4 , 9 0 5 4 , 2 2 8 0 1, ) 9 7 7 ( L M S 0 0 7 , 2 its 3 2 0 2 2 2 0 2 2 2 0 2 3 2 0 2 0 9 6 5 2 8 ) 5 3 ( 5 7 7 $ S U 0 9 th ) ) - - - - , 2 2 4 1, 3 ) 8 9 3 , 3 ( ) 9 6 5 , 8 1 ( In 2023, Lucapa continued to achieve the growth objectives against its goals: • w e i v r e v o e c n a m r o f r e p e l b a t u b i r t t A • • i n g r a m d e h s I i l s t s o c g n Lulo Alluvial Mine achieved 9% higher y t i t processing volumes for the year compared to n e the previous year due to the recent y b A investment in new plant and fleet; D T Mothae set new records for tonnes mined B E (up 23% yoy) and processed (up 22% yoy) : d e s e o l s & following the improvements made b t a y a t t r processing plant in 2022; u l a a c b y o i r r The Lulo Kimberlite Bulk Sampling Program R e t P t processed a total of 26 samples during the year, or one every two weeks; e u n e v e r d n o m a d h g u o R o p & e u n e v e r h g u o R s t s o c g n A D T BI E A D T B E i t a r e p O to A i l l l I i Financial Report For the year ended 31 December 2023 • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. • • . ) 3 6 6 0 2 2 0 2 ( 4 4 6 0 f o d o i r e p e h t . : 8 2 7 3 2 0 2 2 2 0 2 ) 2 7 8 ( 2 1 3 , 8 0 6 2 , 5 7 6 5 , 3 4 8 2 , 3 4 0 4 , 6 2 1 2 , 9 1 0 5 7 , 5 1 5 8 7 , 0 1 ) 1 8 3 , 5 1 ( ) 5 5 8 , 8 1 ( 0 0 0 $ S U r o f e t a r e g n a h c x e $ A Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. s t n e m From October to December, some Indian diamond t s u manufacturers imposed a two-month moratorium d a e on rough diamond purchases in an attempt to bring u a stability to an oversupplied market. v r i a f d n a x a t The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond h s a jewellery from the beginning of 2024. The sanctions c - n o are designed to curb Russia’s ability to continue to n k finance the invasion of Ukraine. c a b d d A : $ S U e t a r e g a r e v a n a t a $ A o t d e t r e v n o c s t l u s e R * l r o t i f o r p f o t n e m e t a t s r e p s a s s o e r a h s y t i r o n m % 0 3 - e a h t o M : s e i r t n e e l b a t u b i r t t a - n o n r o f i t a s n a r t e g n a h c x e n g e r o F i t a c e r p e d M O L & e a h t o M A D T BI E e l b a t u b i r t t i t a c e r p e d L M S g n i t a r e p O d n a n o t s u d A : s m e t i r i a p m t n e m s s o , n o n o A j l i l j i i i l i 41 n o i t a i l i c n o c e R A D T B E e l b a t u b i r t t I A Lucapa Diamond Company Limited | Annual Report 2023 | Review of Financial Condition Given the Group’s mix of mining, evaluation and exploration assets, and given their various stages of development, the Group may require funding for continued exploration, evaluation, development and/ or mining activities. To the extent that sufficient cash is not generated by the Group’s activities or mining operations for the payment of loan, interest and/ or dividends, funding will be required. As a result of the current global inflationary environment, supply chain constraints and general economic uncertainties, and the potential unknown future impact on the assumptions contained in the Group’s cash flow forecasts over the next 12 months, the Directors recognise that the Group may have to source funding solutions in order to ensure the realisation of assets and extinguishment of liabilities as and when they fall due. The ability of the Group to continue to pay its debts as and when they fall due for the 12-month period from the date the financial report is signed is • dependent on: raising new debt The Group’s staff, operations, partners and the global diamond industry not being adversely impacted by the economic environment or Russia/ Ukraine conflict, thereby impacting key forecast assumptions and scheduled loan, interest and/ or dividend payments; The Group, as required, successfully sourcing equity, facilities with financiers; The Group continuing to achieve success with its exploration and development projects, such as the Lulo kimberlite exploration program in Angola and Merlin mine development in Australia; The continued achievement of targeted cash operating margins at SML, restoration of cash operating margins at Mothae and the repeal of the VAT bill by the Lesotho government (refer page 11); and The current Mining Investment Contract for the Lulo Kimberlite JV being renewed in 2024. 42 • • • • Financial Report For the year ended 31 December 2023 The Directors believe that the going concern basis is appropriate for the preparation of the financial • statements due to the following reasons: • • • • • The diamond market is relatively stable for higher value production despite volatility experienced in the overall market during 2023; The book value of the Group’s assets exceeds its liabilities by US$71.3 million (post the Mothae impairment charge); All approvals for SML to repay Lucapa’s alluvial investment loan are in place and are expected to follow directly following SML shareholder approval; Lucapa should be able to provide the necessary interim financial support to Mothae whilst it considers opportunities to improve margins and/ or implement alternate strategic options; The Group has historically been successful in raising equity for the furtherance of its projects and under ASX Listing Rule 7.1 the Company has the capacity to place securities to raise equity: and The Group has historically been successful in raising and restructuring debt facilities. The above conditions represent a material uncertainty that might cause significant doubt about the ability of the Company to continue as a going concern. Should the Company be unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to recoverability and classification of asset carrying amounts or to amounts and classification of liabilities that might result should the Company be Significant Changes in the State of Affairs unable to continue as a going concern. General In 2023, the global diamond market experienced a downturn and volatility. Although the large, high- quality recoveries from both operations achieved decent prices at sale, the smaller, lower quality goods were under price pressure. Following the advancement of the Merlin Diamond Project Feasibility Study during the year, the decision was taken to focus the study on a low-cost, smaller-scale pathway to development. The outcome of the study is expected in 2024. Financial Report WESTERN AUSTRALIA For the year ended 31 December 2023 Geochemical and heavy mineral samples were taken from Brooking during a 2023 drilling campaign. The results will be interpreted and expected to be Botswana released in Q2 2024. Inflation, combined with disappointing prices for lower-quality goods impacted margins at both operations. At Mothae, the annual price per carat achieved was lower than guidance, however at a Group level, the Company achieved all of its guidance metrics, with Lulo diamonds attracting higher average prices per carat. Although some stability has returned to the diamond exploration drilling at the Orapa Area F project to market in 2024, there can be no guarantee that the Angola prices achieved in 2023 will continue in 2024. Corporate commence in Q1 2024. Preparations were made for the commencement of The Company completed an unmarketable share Lulo continued to perform well, with previous year’s parcel sale at 4 cents per share in August 2023. A capital investment continuing to improve total of 1,931 shareholders holding 10,216,253 fully efficiencies at the Alluvial Mine. The Kimberlite Bulk paid LOM shares participated in the sale and reduced Sampling program is now operating continuously the Company’s shareholder base to 3,352 as at 10 and in 2023, diamonds were recovered from more Business Risks August 2023. than ten samples. The current Mineral Investment Diamond prices and marketability In 2023, Mothae achieved records in volumes diamonds produced by the Company. Contract (MIC) for the Kimberlite JV expires in May 2024. The new MIC is nearing completion with Lucapa negotiating for a majority stake in the Joint- . Lesotho Venture processed and carats recovered following plant upgrades the year prior. However, in the fourth quarter of the year, the quality of the diamonds recovered dropped significantly. There were very few high-quality large Type IIa diamonds recovered, and this challenged the year’s overall performance. A review is underway to determine why the diamonds being recovered are below expectations. The passing of the previous Lesotho government’s Value Added Tax Amendment Bill which will effectively abolish the 15 percent VAT refund for goods, services and capital items has been paused, Australia however it has still not been repealed. NORTHERN TERRITORY The ultimate profitability of the Company’s operations will be dependent upon the market price and marketability of diamonds. There is a risk that a profitable market may not exist for the sale of Commodity prices, including diamond prices fluctuate widely and are affected by numerous factors beyond the control of the Company. General economic factors as well as the world supply of mineral commodities in general, the stability of exchange rates and political developments can all cause significant fluctuations in diamond prices. The prices of mineral commodities have fluctuated widely in recent years and future diamond price declines could cause commercial production to be uneconomic, thereby having a material adverse effect on the Company’s business, financial condition and results of operations. Moreover, resource and reserve estimates and studies using different diamond prices than the prevailing market price could result in material write-downs of the Company’s investment in the assets and even a reassessment of the economic feasibility of the Company’s projects which could result in putting one or more projects on care and maintenance and slowing down operations until | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 Review of Financial Condition Given the Group’s mix of mining, evaluation and exploration assets, and given their various stages of The Directors believe that the going concern basis is appropriate for the preparation of the financial statements due to the following reasons: development, the Group may require funding for The diamond market is relatively stable for continued exploration, evaluation, development higher value production despite volatility and/ or mining activities. To the extent that experienced in the overall market during 2023; sufficient cash is not generated by the Group’s The book value of the Group’s assets exceeds its activities or mining operations for the payment of liabilities by US$71.3 million (post the Mothae loan, interest and/ or dividends, funding will be impairment charge); required. As a result of the current global inflationary environment, supply chain constraints and general economic uncertainties, and the potential unknown future impact on the assumptions contained in the Group’s cash flow forecasts over the next 12 months, the Directors recognise that the Group may have to source funding solutions in order to ensure the realisation of assets and extinguishment of liabilities as and when they fall due. The ability of the Group to continue to pay its debts as and when they fall due for the 12-month period from the date the financial report is signed is • dependent on: All approvals for SML to repay Lucapa’s alluvial investment loan are in place and are expected to follow directly following SML shareholder approval; Lucapa should be able to provide the necessary interim financial support to Mothae whilst it considers opportunities to improve margins and/ or implement alternate strategic options; The Group has historically been successful in raising equity for the furtherance of its projects and under ASX Listing Rule 7.1 the Company has the capacity to place securities to raise equity: and The Group has historically been successful in raising and restructuring debt facilities. • • • • • • The Group’s staff, operations, partners and the The above conditions represent a material global diamond industry not being adversely uncertainty that might cause significant doubt about impacted by the economic environment or the ability of the Company to continue as a going Russia/ Ukraine conflict, thereby impacting key concern. Should the Company be unable to continue forecast assumptions and scheduled loan, as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to recoverability and classification of asset carrying amounts or to amounts and classification of liabilities that might result should the Company be Significant Changes in the State of Affairs unable to continue as a going concern. General • • • • interest and/ or dividend payments; The Group, as required, successfully sourcing equity, raising new debt facilities with financiers; The Group continuing to achieve success with its exploration and development projects, such as the Lulo kimberlite exploration program in Angola and Merlin mine development in Australia; The continued achievement of targeted cash operating margins at SML, restoration of cash operating margins at Mothae and the repeal of the VAT bill by the Lesotho government (refer page 11); and The current Mining Investment Contract for the Lulo Kimberlite JV being renewed in 2024. Inflation, combined with disappointing prices for lower-quality diamonds impacted margins at both operations. At Mothae, the average price per carat achieved was lower than guidance, however at a Group level, the Company achieved all of its guidance metrics, with Lulo diamonds attracting higher average prices per carat. Although some stability has returned to the diamond market in 2024, there can be no guarantee that the Angola prices achieved in 2023 will continue in 2024. to continuing investment Lulo continued to perform well, with previous year’s capital improve efficiencies at the Alluvial Mine. The Kimberlite Bulk Sampling program is now operating continuously and in 2023, diamonds were recovered from more than ten samples. The current Mineral Investment Contract (MIC) for the Kimberlite JV expires in May 2024. The new MIC is nearing completion with Lucapa negotiating for a majority stake in the Joint- Lesotho Venture . In 2023, Mothae achieved records in volumes processed and carats recovered following plant upgrades the year prior. However, in the fourth quarter of the year, the quality of the diamonds recovered dropped significantly. There were very few high-quality large Type IIa diamonds recovered, and this challenged the year’s overall performance. A review is underway to determine why the diamonds being recovered are below expectations. The passing of the previous Lesotho government’s Value Added Tax Amendment Bill which will effectively abolish the 15 percent VAT refund for goods, services and capital items has been paused, Australia however it has still not been repealed. NORTHERN TERRITORY In 2023, the global diamond market experienced a downturn and volatility. Although the large, high- quality recoveries from both operations achieved decent prices at sale, the smaller, lower quality goods were under price pressure. Following the advancement of the Merlin Diamond Project Feasibility Study during the year, the decision was taken to focus the study on a low-cost, smaller-scale pathway to development. The outcome of the study is expected in 2024. Financial Report WESTERN AUSTRALIA For the year ended 31 December 2023 Geochemical and heavy mineral samples were taken from Brooking during a 2023 drilling campaign. The results will be to Botswana be released in Q2 2024. interpreted and expected Preparations were made for the commencement of exploration drilling at the Orapa Area F project to Corporate commence in Q1 2024. The Company completed an unmarketable share parcel sale at 4 cents per share in August 2023. A total of 1,931 shareholders holding 10,216,253 fully paid LOM shares participated in the sale and reduced the Company’s shareholder base to 3,352 as at 10 Business Risks August 2023. Diamond prices and marketability The ultimate profitability of the Company’s operations will be dependent upon the market price and marketability of diamonds. There is a risk that a profitable market may not exist for the sale of diamonds produced by the Company. Commodity prices, including diamond prices fluctuate widely and are affected by numerous factors beyond the control of the Company. General economic factors as well as the world supply of mineral commodities in general, the stability of exchange rates and political developments can all cause significant fluctuations in diamond prices. The prices of mineral commodities have fluctuated widely in recent years and future diamond price declines could cause commercial production to be uneconomic, thereby having a material adverse effect on the Company’s business, financial condition and results of operations. Moreover, resource and reserve estimates and studies using different diamond prices than the prevailing market price could result in material write-downs of the Company’s investment in the assets and even a reassessment of the economic feasibility of the Company’s projects which could result in putting one or more projects on care and maintenance and slowing down operations until 43 Lucapa Diamond Company Limited | Annual Report 2023 | there is a change in diamond prices. Despite the high quality of the diamond production from the Company’s operations, an increase in the acceptance of manufactured (synthetic or lab-grown) gem- quality diamonds for the jewellery industry could Sovereign risks negatively affect the market for natural stones. In addition to its activities in Australia, the Company is also involved in operations in Angola, Botswana and Lesotho and may explore other opportunities in other countries in the future. in Whilst the Directors are of the opinion that the democratic and regulatory systems those countries are relatively stable, the Company may be adversely affected by changes in economic, political, judicial, administrative, taxation or other regulatory factors. There can be no assurance that the political environment in these jurisdictions will continue and this could materially adversely affect the Company’s prospects, operations, financial condition and results of operations. The Company’s projects and businesses may be adversely impacted by acts of terrorism or war. While the Company will undertake all reasonable due diligence in assessing the risks of terrorism and war in the countries and regions in which it invests, the risks of acts of terrorism and war cannot be fully mitigated. fluctuations, Other risks and uncertainties include, but are not limited to, high rates of inflation, labour unrest, mass migration, pandemics, shortages of food, water, currency exchange limitations or delays in repatriation of profits, renegotiation or nullification of existing licences, changes in taxation policies, currency controls and regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens, or purchase supplies from, a particular jurisdiction. The occurrence of any of these risks or any material in government policies, attitude or changes legislation investment, repatriation of foreign currency, taxation or mineral exploration, development or mining activities, may adversely affect the viability and profitability of the foreign affect that 44 Financial Report For the year ended 31 December 2023 in Angola, Company’s assets and operations Botswana and Lesotho or other southern African jurisdictions in a highly material manner. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral tenure and development, could result in loss, reduction or expropriation of entitlements. Industry profitability can be affected by changes in government within Angiola, Botswana, Lesotho, South Africa, Australia and elsewhere, which are not within the control of the Company. The Company’s activities are subject laws and regulations controlling not only the activities of the Company, and the possible effects of those activities on the environment and on the interests of local inhabitants, among other things. to extensive Licences and permits from regulatory authorities are required for many aspects of the Company’s activities. There is no guarantee that the required licences in Angola, Botswana, Lesotho or Australia will continue to be extended past the current expiry dates could materially affect the Company’s prospects, operations, financial condition and results of operations. including significant Whilst the Company is satisfied that it has taken reasonable measures to ensure an unencumbered right to explore, develop its licence areas in Angola, Australia, Lesotho and Botswana, some of these countries are subject to greater risks than more legal, developed markets, economic and political risks. Title to mining properties in Angola, Australia, Lesotho and Botswana is subject to potential litigation by third parties claiming an interest in them and the failure to comply with all applicable laws and regulations, including failure to pay taxes, meet minimum expenditure requirements or carry out and report assessment work may invalidate title to mineral Regulatory delays rights held by the Company. The business of mineral exploration, project evaluation, development, mining and processing is subject to various national and local laws and plans relating licencing and maintenance of title; environmental consents; to, amongst others, taxation; employee relations; heritage or historic matters; health and safety; royalties; land acquisition and other matters. Although the Board believe that the Company is well placed to have all of its licences issued or renewed in relation to its material assets, should the Company identify future development opportunities or operations there is a risk that the necessary concessions, permits, licences, consents, titles, authorisations and agreements to implement planned exploration, project development, or mining may not be obtained or renewed under conditions or within time frames that make such plans economic, that applicable laws, regulations or the governing authorities will change or that such changes will result in additional material expenditures or time delays could materially adversely affect the Company’s prospects, operations, financial condition and results of inherent in exploration, Risks and hazards operations. development and mining Financial Report For the year ended 31 December 2023 Dividends No dividends were paid or declared by the Company Environmental Regulation during the current or prior financial year. The Group’s mining and exploration activities are subject to various environmental regulations. The respective Company, subsidiary and associate Boards are responsible for the regular monitoring of environmental exposures and compliance with environmental regulations. The Group is committed to achieving a high standard of environmental performance and conducts its activities in a professional and environmentally conscious manner and in accordance with applicable laws and permit requirements. The Board believes the Group has adequate systems in place for the management of its environmental requirements and is not aware of any material breach of those environmental requirements as they Events Subsequent to Reporting Date apply to the projects. Exploration, evaluation, development and mining generally involves a high degree of risk. The On 25 January, 2024, Lucapa notified shareholders Company’s operations are and will continue to be of the proposed share consolidation of 5 shares to 1. subject to all the hazards and risks normally If the proposed consolidation is approved by incidental to exploring for, evaluating, developing shareholders at the general meeting, the number of and mining diamond resources. ordinary LOM shares on issue will reduce from Likely Developments 1,439,559,875 to 287,911,975. Whilst the Company has taken, and will continue to take, all precautions necessary to minimize risk, the Company’s operations will be exposed to hazards including, but not limited to: environmental hazards, periodic interruptions due to bad or hazardous weather conditions, unusual or unexpected geology or grade problems, unanticipated changes in the The Directors consider the following as a summary of the likely developments and expected results for Lulo, Angola the next 12 months. gravels or ore-body characteristics and diamond It is expected that Lucapa and its partners will recovery, difficulties in sourcing, commissioning and continue alluvial mining and mine development at operating plant and equipment, mechanical failure Lulo in 2024 alongside the alluvial exploration or plant breakdown, unexpected shortages, delays program. Further sales of Lulo diamonds are or increases in the sourcing or cost of consumables, planned, with more diamonds continuing to be spare parts, plant and equipment, industrial or delivered into the cutting & polishing partnership labour disputes, seismic activity, flooding, fire, with Safdico. equipment failure, pit wall failure and other conditions involved in the exploration, evaluation, development and mining activities. It is expected the new Mineral Investment Contract for the Project Lulo Kimberlite Exploration JV will be | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 there is a change in diamond prices. Despite the high Company’s assets and operations in Angola, quality of the diamond production from the Botswana and Lesotho or other southern African Company’s operations, an increase in the acceptance jurisdictions in a highly material manner. Failure to of manufactured (synthetic or lab-grown) gem- comply strictly with applicable laws, regulations and quality diamonds for the jewellery industry could local practices relating to mineral tenure and Sovereign risks negatively affect the market for natural stones. development, could result in loss, reduction or In addition to its activities in Australia, the Company is also involved in operations in Angola, Botswana and Lesotho and may explore other opportunities in other countries in the future. Whilst the Directors are of the opinion that the democratic and regulatory systems in those countries are relatively stable, the Company may be adversely affected by changes in economic, political, judicial, administrative, taxation or other regulatory factors. There can be no assurance that the political environment in these jurisdictions will continue and this could materially adversely affect the Company’s prospects, operations, financial condition and results of operations. The Company’s projects and businesses may be adversely impacted by acts of terrorism or war. While the Company will undertake all reasonable due diligence in assessing the risks of terrorism and war in the countries and regions in which it invests, the risks of acts of terrorism and war cannot be fully mitigated. Other risks and uncertainties include, but are not limited to, high rates of inflation, labour unrest, mass migration, pandemics, shortages of food, water, currency exchange fluctuations, limitations or delays in repatriation of profits, renegotiation or nullification of existing licences, changes in taxation policies, currency controls and regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens, or purchase supplies from, a particular jurisdiction. The occurrence of any of these risks or any material changes in government policies, attitude or legislation that affect foreign investment, repatriation of foreign currency, taxation or mineral exploration, development or mining activities, may adversely affect the viability and profitability of the expropriation of entitlements. Industry profitability can be affected by changes in government within Angiola, Botswana, Lesotho, South Africa, Australia and elsewhere, which are not within the control of the Company. The Company’s activities are subject to extensive laws and regulations controlling not only the activities of the Company, and the possible effects of those activities on the environment and on the interests of local inhabitants, among other things. Licences and permits from regulatory authorities are required for many aspects of the Company’s activities. There is no guarantee that the required licences in Angola, Botswana, Lesotho or Australia will continue to be extended past the current expiry dates could materially affect the Company’s prospects, operations, financial condition and results of operations. Whilst the Company is satisfied that it has taken reasonable measures to ensure an unencumbered right to explore, develop its licence areas in Angola, Australia, Lesotho and Botswana, some of these countries are subject to greater risks than more developed markets, including significant legal, economic and political risks. Title to mining properties in Angola, Australia, Lesotho and Botswana is subject to potential litigation by third parties claiming an interest in them and the failure to comply with all applicable laws and regulations, including failure to pay taxes, meet minimum expenditure requirements or carry out and report assessment work may invalidate title to mineral Regulatory delays rights held by the Company. The business of mineral exploration, project evaluation, development, mining and processing is subject to various national and local laws and plans relating to, amongst others, licencing and maintenance of title; environmental consents; taxation; employee relations; heritage or historic matters; health and land acquisition and other matters. royalties; safety; Although the Board believe that the Company is well placed to have all of its licences issued or renewed in relation to its material assets, should the Company identify future development opportunities or operations there is a risk that the necessary licences, consents, titles, concessions, permits, authorisations and agreements implement to planned exploration, project development, or mining may not be obtained or renewed under conditions or within time frames that make such plans economic, that applicable laws, regulations or the governing authorities will change or that such changes will in additional material expenditures or time delays could materially the Company’s prospects, affect adversely financial condition and results of operations, exploration, Risks and hazards operations. development and mining inherent result in Exploration, evaluation, development and mining generally involves a high degree of risk. The Company’s operations are and will continue to be subject to all the hazards and risks normally incidental to exploring for, evaluating, developing and mining diamond resources. Whilst the Company has taken, and will continue to take, all precautions necessary to minimize risk, the Company’s operations will be exposed to hazards including, but not limited to: environmental hazards, periodic interruptions due to bad or hazardous weather conditions, unusual or unexpected geology or grade problems, unanticipated changes in the gravels or ore-body characteristics and diamond recovery, difficulties in sourcing, commissioning and operating plant and equipment, mechanical failure or plant breakdown, unexpected shortages, delays or increases in the sourcing or cost of consumables, spare parts, plant and equipment, industrial or labour disputes, seismic activity, flooding, fire, equipment failure, pit wall failure and other conditions involved in the exploration, evaluation, development and mining activities. Financial Report For the year ended 31 December 2023 Dividends No dividends were paid or declared by the Company Environmental Regulation during the current or prior financial year. The Group’s mining and exploration activities are subject to various environmental regulations. The respective Company, subsidiary and associate Boards are responsible for the regular monitoring of environmental exposures and compliance with environmental regulations. The Group is committed to achieving a high standard of environmental performance and conducts its activities in a professional and environmentally conscious manner and in accordance with applicable laws and permit requirements. The Board believes the Group has adequate systems in place for the management of its environmental requirements and is not aware of any material breach of those environmental requirements as they Events Subsequent to Reporting Date apply to the projects. On 25 January, 2024, Lucapa notified shareholders of the proposed share consolidation of 5 shares to 1. If the proposed consolidation is approved by shareholders at the general meeting, the number of ordinary LOM shares on issue will reduce from Likely Developments 1,439,559,875 to 287,911,975. The Directors consider the following as a summary of the likely developments and expected results for Lulo, Angola the next 12 months. It is expected that Lucapa and its partners will continue alluvial mining and mine development at Lulo in 2024 alongside the alluvial exploration program. Further sales of Lulo diamonds are planned, with more diamonds continuing to be delivered into the cutting & polishing partnership with Safdico. It is expected the new Mineral Investment Contract for the Project Lulo Kimberlite Exploration JV will be 45 Lucapa Diamond Company Limited | Annual Report 2023 | Financial Report For the year ended 31 December 2023 signed with Lucapa to receive a majority stake in the JV. Mothae, Lesotho Company structuring and securing an appropriate funding solution to maximise the benefits for all Brooking, Western Australia stakeholders. Lucapa and its Lesotho Government partner will review the current marginal performance of the mine. Strategic decisions regarding the future of Mothae will be considered post the review. Lucapa will continue to build on its marketing Merlin Diamonds, Northern Territory, Australia activities and cutting and polishing partnership. The Merlin Feasibility Study detailing the smaller scale low-cost development pathway will be completed and an investment decision will be made. Directors’ Interest The development of Merlin is dependent on the The Board will decide whether to continue with a program of work following examination of recent Orapa Area F, Botswana sample analysis. Exploration drilling at the 100% owned Orapa Area F project in Botswana will be carried out in Q1 2024. A decision will be made to renew the exploration licence in mid-2024. The relevant interest of each Director in the shares and options over such instruments issued by the Company and other related bodies corporate, as notified by the Directors to the ASX in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows: Director M Kennedy N Selby R Stanley Fully paid ordinary shares 3,116,819 2,187,350 87,156,600 Performance rights - various expiry dates (1) - 7,176,494 - Performance rights issued following shareholder approval at the annual general meeting held 30 May 2022, subject to various vesting 1 conditions. Share Options and Performance Rights Unissued Shares Under Options and Performance Rights At the date of this report unissued ordinary shares of the Company under option and performance rights are set out below. These options and performance rights over unissued shares do not entitle the holder to participate in any share issue of the Company or any other body corporate. Expiry date Share options Exercise price (A$) Number of securities Quoted 30 July 2025 Performance rights Various expiry dates (1) $0.08 5,000,000 $0.00 62,565,059 - - Performance rights issued following shareholder approval at the annual general meetings held 30 May 2022 and 30 May 2023, subject to various vesting conditions 1 . 46 Financial Report For the year ended 31 December 2023 Remuneration Report (Audited) Principles of Compensation excluding the fair value of any options or Key management personnel (“KMP”) have authority performance rights granted. Directors’ fees cover all and responsibility for planning, directing and main Board activities and membership of any controlling the activities of the Group, including committee and subsidiary Boards. The Board has no Directors of the Company and other Executive established retirement (other than superannuation) management. Currently, KMP comprises the or redundancy schemes in relation to Directors. The Directors of the Company, the Company Secretary Directors’ contracts contain a service bonus in the and the Chief Technical Officer, Mr Neil Kaner. event of a takeover or change of control, subject to Use of Remuneration Consultants shareholder approval where required. Compensation levels for KMP are competitively set to attract and retain appropriately qualified and experienced Directors and Executives. The Directors The Board has previously engaged an independent of the Company obtain independent advice on the remuneration consultant, BDO Reward WA Pty appropriateness of compensation packages of KMP Limited (BDO) to review the pay and rewards for given trends in comparative companies both locally Directors and senior executives including and internationally, and the objectives of the Group’s independent benchmarking as the Company compensation strategy. The compensation structures are designed to attract and retain suitably qualified industry experts and candidates, reward the achievement of strategic objectives, and achieve the broader outcome of continues to maximise operating performance from its existing mines and exploration programs and moves toward the development of the Merlin Project in the Northern Territory, Australia. The recommendations were incorporated into the creation of value for shareholders. Compensation Group’s Incentive and Retention Plan (Plan), which packages include a mix of fixed compensation, was approved by shareholders at the annual general equity-based compensation as well as employer Equity-based Compensation meeting held on 30 May 2022. contributions to superannuation funds. Shares, options and performance rights may only be issued to Directors subject to approval by Fixed Compensation shareholders at a general meeting. Fixed compensation consists of base compensation, determined from a market review, to reflect core performance requirements and expectations of the relevant position and statutory employer contributions to superannuation funds. Compensation levels are generally reviewed annually by the Board through a process that considers individual, segment, comparable peers Directors’ Fees and overall performance of the Group. Total compensation for Directors is set based on advice from external advisors with reference to fees paid to other Directors of comparable companies. Non-Executive Directors’ fees are presently limited to an aggregate total of US$500,000 per annum, The purpose of the Plan is to assist in the incentivisation, reward and retention of Directors and management, align their interests with those of the shareholders of the Company and to focus on the Company’s development strategy through the award of equity-based incentives in the form of options or Short-term and Long-term Incentive Structure and performance rights. Consequences of Performance on Shareholder Wealth Given the Group’s principal activities during the course of the financial period consisting of exploration, evaluation, development and mining of mineral resources, successful expansion and acquisition workstreams, the Board has for 2023 given significance to service criteria, performance criteria and overall market related criteria in setting the Group’s incentive and retention schemes. | Lucapa Diamond Company Limited | Annual Report 2023 signed with Lucapa to receive a majority stake in the Company structuring and securing an appropriate Principles of Compensation Remuneration Report (Audited) Financial Report For the year ended 31 December 2023 Key management personnel (“KMP”) have authority and responsibility for planning, directing and controlling the activities of the Group, including Directors of the Company and other Executive the management. Currently, KMP comprises Directors of the Company, the Company Secretary and the Chief Technical Officer, Mr Neil Kaner. Compensation levels for KMP are competitively set to attract and retain appropriately qualified and experienced Directors and Executives. The Directors of the Company obtain independent advice on the appropriateness of compensation packages of KMP given trends in comparative companies both locally and internationally, and the objectives of the Group’s compensation strategy. The compensation structures are designed to attract and retain suitably qualified industry experts and candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. Compensation packages include a mix of fixed compensation, equity-based compensation as well as employer contributions to superannuation funds. Shares, options and performance rights may only be issued to approval by Fixed Compensation shareholders at a general meeting. to Directors subject JV.Mothae, Lesotho funding solution to maximise the benefits for all Brooking, Western Australia stakeholders. Lucapa and its Lesotho Government partner will review the current marginal performance of the The Board will decide whether to continue with a mine. Strategic decisions regarding the future of program of work following examination of recent Mothae will be considered post the review. Orapa Area F, Botswana sample analysis. Lucapa will continue to build on its marketing Merlin Diamonds, Northern Territory, Australia activities and cutting and polishing partnership. The Merlin Feasibility Study detailing the smaller scale low-cost development pathway will be completed and an investment decision will be made. Directors’ Interest The development of Merlin is dependent on the Exploration drilling at the 100% owned Orapa Area F project in Botswana will be carried out in Q1 2024. A decision will be made to renew the exploration licence in mid-2024. The relevant interest of each Director in the shares and options over such instruments issued by the Company and other related bodies corporate, as notified by the Directors to the ASX in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows: Fully paid ordinary shares 3,116,819 2,187,350 87,156,600 Performance rights - various expiry dates (1) 7,176,494 - - Director M Kennedy N Selby R Stanley conditions. Performance rights issued following shareholder approval at the 1 annual general meeting held 30 May 2022, subject to various vesting Share Options and Performance Rights Unissued Shares Under Options and Performance Rights At the date of this report unissued ordinary shares of the Company under option and performance rights are set out below. These options and performance rights over unissued shares do not entitle the holder to participate in any share issue of the Company or any other body corporate. Exercise price (A$) Number of securities Quoted Expiry date Share options 30 July 2025 Performance rights Various expiry dates (1) $0.08 5,000,000 $0.00 62,565,059 - - Performance rights issued following shareholder approval at the annual general meetings held 30 May 1 2022 and 30 May 2023, subject to various vesting conditions . Fixed compensation consists of base compensation, determined from a market review, to reflect core performance requirements and expectations of the employer and relevant funds. contributions Compensation reviewed annually by the Board through a process that considers individual, segment, comparable peers Directors’ Fees and overall performance of the Group. superannuation levels are generally position to statutory Total compensation for Directors is set based on advice from external advisors with reference to fees paid to other Directors of comparable companies. Non-Executive Directors’ fees are presently limited to an aggregate total of US$500,000 per annum, Financial Report For the year ended 31 December 2023 the excluding fair value of any options or performance rights granted. Directors’ fees cover all main Board activities and membership of any committee and subsidiary Boards. The Board has no established retirement (other than superannuation) or redundancy schemes in relation to Directors. The Directors’ contracts contain a service bonus in the event of a takeover or change of control, subject to Use of Remuneration Consultants shareholder approval where required. and The Board has previously engaged an independent remuneration consultant, BDO Reward WA Pty Limited (BDO) to review the pay and rewards for including Directors independent benchmarking as the Company continues to maximise operating performance from its existing mines and exploration programs and moves toward the development of the Merlin Project in the Northern Territory, Australia. executives senior The recommendations were incorporated into the Group’s Incentive and Retention Plan (Plan), which was approved by shareholders at the annual general Equity-based Compensation meeting held on 30 May 2022. The purpose of the Plan is to assist in the incentivisation, reward and retention of Directors and management, align their interests with those of the shareholders of the Company and to focus on the Company’s development strategy through the award of equity-based incentives in the form of options or Short-term and Long-term Incentive Structure and performance rights. Consequences of Performance on Shareholder Wealth the Given the Group’s principal activities during the financial period consisting of course of exploration, evaluation, development and mining of mineral resources, successful expansion and acquisition workstreams, the Board has for 2023 given significance to service criteria, performance criteria and overall market related criteria in setting the Group’s incentive and retention schemes. 47 Lucapa Diamond Company Limited | Annual Report 2023 | remuneration The Board does not consider the Group’s earnings to be the only appropriate key performance indicator for setting remuneration packages. In addition, the issue of options and performance rights as part of Directors, the management, employees and contractors is an established practice exploration, for development and mining companies and has the benefit of conserving cash whilst appropriately rewarding and retaining the recipient. package listed of Financial Report For the year ended 31 December 2023 • LTI’s Absolute Shareholder return A Performance Right is exercisable, at no cost, on satisfaction of relevant performance hurdles, into a Share. The Performance Rights proposed to be granted to the Executive Directors will vest based on the achievement of short term, project based and hurdles long-term respectively and as a key staff retention mechanism, employment with the Company at time of vesting. performance incentive In circumstances where cash flow permits, the Board may approve the payment of a discretionary cash bonus as a reward for performance. In considering the relationship between the Group’s remuneration policy and the consequences for the Company’s shareholder wealth, changes in the Company’s share price are also considered. The Board currently monitors and reviews the remuneration level and policy of the Group as the Company does not have a Remuneration Committee given the size of the Board. However it is intended that a Remuneration Committee will be established comprised by a majority of independent Directors as the Company transitions to become a mid-tier Remuneration Outcomes (FY23) producer and explorer. The Board believes that the current remuneration framework is appropriate and fit-for-purpose based on the Company’s development and growth profile and to drive and deliver the outcomes desired by all shareholders. The FY23 framework for STI’s in the form of cash and equity and LTI’s in the form of equity, were to be measured against the Company’s relevant targets and individual key performance indicators (KPI’s) in FY23 such as: • STI’s o Company Targets o Production o Operating and Capital Expenditures o ESG/ Safety Exploration • Individual KPI’s for participants in the Incentive Plan 48 Details for the remuneration outcomes for the year EXECUTIVE FIXED REMUNERATION ended 31 December 2023 are summarised below. In FY23, Mr Selby’s total annual fixed remuneration was adjusted for inflation and for his appointment as Managing Director/ Chief Executive Officer to A$595,000 and former Managing Director/ Chief Executive Officer Mr Wetherall’s total annual fixed remuneration was adjusted for the increased EXECUTIVE INCENTIVES superannuation guarantee to A$717,851. Short-term incentives (‘STI’) The Company’s STI framework was established in FY22 following the recommendations from BDO whereby performance measures set for the KMP and key staff based upon the Company’s relevant targets for the year in relation to production, operating & capital expenditure, ESG/safety and exploration, together with personal performance indicators (KPIs). STI’s for FY23 consist of equity-based incentives in the form of performance rights (67%) and cash bonuses (33%). Performance rights were planned to be issued to Mr Selby (4,410,998) and Mr Wetherall (7,557,780) and included for shareholder approval in the notice of meeting for the Company’s AGM on 30 May 2023. However, the relevant resolutions were withdrawn before the meeting at the request of Mr Selby and Mr Wetherall and STI performance rights were only issued to key staff in FY23. Ninety-four and a half percent of the STI measures were achieved in FY23 and a cash bonus was awarded to executive director Mr Selby (A$84,911) and to key staff. In addition, a discretionary bonus of A$167,618 was awarded by the Board to Mr Selby following his appointment as Managing Director/ Chief Executive Officer and in lieu of the withdrawn performance rights. The results of the FY23 STI incentive are as follows: target Vesting Final % Milestones weighting achieved % award % % of Production (carats) 17.5% Operating expenditure Capital expenditure - SML - Mothae - SML - Mothae - SML - Mothae ESG - SML - Mothae Social - ESG plan Environmental - zero major incidents - SML - Mothae Safety - LTIFR - SML - Mothae - Brooking, Merlin & Corporate Exploration plans - Lulo - Merlin - Brooking Personal KPIs 8.8% 8.8% 8.8% 4.4% 4.4% 8.8% 4.4% 4.4% 17.5% 2.2% 2.2% 2.2% 2.2% 2.9% 2.9% 2.9% 17.5% 8.8% 4.4% 4.4% 30% 100% Total Company Targets 70.0% Long-term incentives (‘LTI’) 98.7% 100.0% 8.8% 111.5% 100.0% 8.8% 84.8% 100.0% 4.4% 94.2% 100.0% 4.4% 82.1% 100.0% 4.4% 34.4% 100.0% 4.4% 100% 2.2% 100% 2.2% 100% 2.2% 100% 2.2% 100% 2.9% 100% 2.9% 100% 2.9% 100% 8.8% 0% 0.0% 100% 4.4% 65.6% 96% 28.9% 94.5% Performance rights with various vesting conditions and performance milestones relating to the Company’s Absolute Shareholder Return, were planned to be issued to Mr Selby (3,950,147) and Mr Wetherall (7,520,179) and included for shareholder approval in the notice of meeting for the Company’s AGM on 30 May 2023. However, the relevant resolutions were withdrawn before the meeting at the request of Mr Selby and Mr Wetherall and LTI performance rights were only issued to key staff in FY23. Financial Report NON-EXECUTIVE DIRECTOR REMUNERATION For the year ended 31 December 2023 In FY23 Mr Kennedy and Mr Stanley’s total fixed remuneration was adjusted for inflation to Service contracts (as at the date of these financial A$208,435 and A$127,827 respectively. statements) NICK SELBY Mr Selby has been engaged to act as the Company’s Managing Director/ Chief Executive Officer. Mr Selby is entitled to receive remuneration of A$595,000 (gross, including superannuation) per annum which is subject to review by the Board from time to time. He will be eligible to participate in any future incentive and retention plans implemented by the Board. Shareholder approval will be sought for his participation in any incentive plan involving equity of the Company. The appointment may be terminated for various causes of a standard nature. Upon termination, no benefits are due unless MILES KENNEDY approved by shareholders. Mr Kennedy has been engaged to act as the Company’s non-executive Chairman. Mr Kennedy is entitled to receive Director fees of A$208,435 (gross) per annum, which is subject to review by the Board from time to time. The appointment may be terminated for various causes of a standard nature. Upon termination, no benefits are due unless approved by shareholders. Mr Kennedy is entitled to be reimbursed all his travel, accommodation, food and other expenses in the conduct of his role as non- executive Chairman of the Company and to a rate of A$500 a day in respect of each day worked by him in ROSS STANLEY excess of 4 days in any calendar month. Mr Stanley has been engaged to act as a non- executive Director of the Company. Mr Stanley is entitled to receive Director fees of A$127,827 (gross) per annum, which is subject to review by the Board from time to time. The appointment may be terminated for various causes of a standard nature. Upon termination, no benefits are due unless approved by shareholders. | Lucapa Diamond Company Limited | Annual Report 2023 The Board does not consider the Group’s earnings to • LTI’s be the only appropriate key performance indicator Absolute Shareholder return Managing Director/ Chief Executive Officer and in lieu of the withdrawn performance rights. % of target achieved Vesting % Production (carats) - SML - Mothae Operating expenditure The results of the FY23 STI incentive are as follows: Final % Milestones award % weighting 17.5% 8.8% 8.8% 8.8% 4.4% 4.4% 8.8% 4.4% 4.4% 17.5% 84.8% 100.0% 4.4% 94.2% 100.0% 4.4% 98.7% 100.0% 8.8% 111.5% 100.0% 8.8% 82.1% 100.0% 4.4% 34.4% 100.0% 4.4% - SML - Mothae - SML - Mothae Capital expenditure ESG Social - ESG plan - SML - Mothae Environmental - zero major incidents - SML - Mothae Safety - LTIFR - SML - Mothae - Brooking, Merlin & Corporate Exploration plans - Lulo - Merlin - Brooking Total Company Targets Personal KPIs 2.2% 2.2% 2.2% 2.2% 2.9% 2.9% 2.9% 17.5% 8.8% 4.4% 4.4% 70.0% 30% 100% Long-term incentives (‘LTI’) 100% 2.2% 100% 2.2% 100% 2.2% 100% 2.2% 100% 2.9% 100% 2.9% 100% 2.9% 100% 8.8% 0% 0.0% 100% 4.4% 65.6% 96% 28.9% 94.5% to Performance rights with various vesting conditions and performance milestones relating the Company’s Absolute Shareholder Return, were planned to be issued to Mr Selby (3,950,147) and Mr Wetherall (7,520,179) and included for shareholder approval in the notice of meeting for the Company’s AGM on 30 May 2023. However, the relevant resolutions were withdrawn before the meeting at the request of Mr Selby and Mr Wetherall and LTI performance rights were only issued to key staff in FY23. The Board currently monitors and reviews the Executive Officer Mr Wetherall’s total annual fixed remuneration level and policy of the Group as the remuneration was adjusted for the increased EXECUTIVE INCENTIVES superannuation guarantee to A$717,851. Short-term incentives (‘STI’) Financial Report For the year ended 31 December 2023 A Performance Right is exercisable, at no cost, on satisfaction of relevant performance hurdles, into a Share. The Performance Rights proposed to be granted to the Executive Directors will vest based on the achievement of short term, project based and long-term incentive performance hurdles respectively and as a key staff retention mechanism, employment with the Company at time of vesting. Details for the remuneration outcomes for the year EXECUTIVE FIXED REMUNERATION ended 31 December 2023 are summarised below. In FY23, Mr Selby’s total annual fixed remuneration was adjusted for inflation and for his appointment as Managing Director/ Chief Executive Officer to A$595,000 and former Managing Director/ Chief The Company’s STI framework was established in FY22 following the recommendations from BDO whereby performance measures set for the KMP and key staff based upon the Company’s relevant targets for the year in relation to production, operating & capital expenditure, ESG/safety and exploration, together with personal performance indicators (KPIs). STI’s for FY23 consist of equity-based incentives in the form of performance rights (67%) and cash bonuses (33%). Performance rights were planned to be issued to Mr Selby (4,410,998) and Mr Wetherall (7,557,780) and included for shareholder approval in the notice of meeting for the Company’s AGM on 30 May 2023. However, the relevant resolutions were withdrawn before the meeting at the request of Mr Selby and Mr Wetherall and STI performance rights were only issued to key staff in FY23. Ninety-four and a half percent of the STI measures were achieved in FY23 and a cash bonus was awarded to executive director Mr Selby (A$84,911) and to key staff. In addition, a discretionary bonus of A$167,618 was awarded by the Board to Mr Selby following his appointment as for setting remuneration packages. In addition, the issue of options and performance rights as part of the remuneration package of Directors, management, employees and contractors is an established practice for listed exploration, development and mining companies and has the benefit of conserving cash whilst appropriately rewarding and retaining the recipient. In circumstances where cash flow permits, the Board may approve the payment of a discretionary cash bonus as a reward for performance. In considering the relationship between the Group’s remuneration policy and the consequences for the Company’s shareholder wealth, changes in the Company’s share price are also considered. Company does not have a Remuneration Committee given the size of the Board. However it is intended that a Remuneration Committee will be established comprised by a majority of independent Directors as the Company transitions to become a mid-tier Remuneration Outcomes (FY23) producer and explorer. The Board believes that the current remuneration framework is appropriate and fit-for-purpose based on the Company’s development and growth profile and to drive and deliver the outcomes desired by all shareholders. The FY23 framework for STI’s in the form of cash and equity and LTI’s in the form of equity, were to be measured against the Company’s relevant targets and individual key performance indicators (KPI’s) in FY23 such as: • STI’s Company Targets Production • ESG/ Safety Exploration o o o o Plan Operating and Capital Expenditures Individual KPI’s for participants in the Incentive Financial Report NON-EXECUTIVE DIRECTOR REMUNERATION For the year ended 31 December 2023 In FY23 Mr Kennedy and Mr Stanley’s total fixed remuneration was adjusted to Service contracts (as at the date of these financial A$208,435 and A$127,827 respectively. statements) inflation for NICK SELBY Mr Selby has been engaged to act as the Company’s Managing Director/ Chief Executive Officer. Mr Selby is entitled to receive remuneration of A$595,000 (gross, including superannuation) per annum which is subject to review by the Board from time to time. He will be eligible to participate in any future incentive and retention plans implemented by the Board. Shareholder approval will be sought for his participation in any incentive plan involving equity of the Company. The appointment may be terminated for various causes of a standard nature. Upon termination, no benefits are due unless MILES KENNEDY approved by shareholders. Mr Kennedy has been engaged to act as the Company’s non-executive Chairman. Mr Kennedy is entitled to receive Director fees of A$208,435 (gross) per annum, which is subject to review by the Board from time to time. The appointment may be terminated for various causes of a standard nature. Upon termination, no benefits are due unless approved by shareholders. Mr Kennedy is entitled to be reimbursed all his travel, accommodation, food and other expenses in the conduct of his role as non- executive Chairman of the Company and to a rate of A$500 a day in respect of each day worked by him in ROSS STANLEY excess of 4 days in any calendar month. Mr Stanley has been engaged to act as a non- executive Director of the Company. Mr Stanley is entitled to receive Director fees of A$127,827 (gross) per annum, which is subject to review by the Board from time to time. The appointment may be terminated for various causes of a standard nature. Upon termination, no benefits are due unless approved by shareholders. 49 Lucapa Diamond Company Limited | Annual Report 2023 | Financial Report , 1 9 2 4 2 6 , 7 8 3 4 9 3 5 2 4 4 2 6 , 9 5 9 9 6 5 , , 9 1 7 2 3 1 8 4 7 6 2 1 , 4 8 3 1, 8 2 0 1 9 7 , • 8 9 3 3 5 4 , , 7 7 3 6 3 3 9 6 2 1, 0 1 For the year ended 31 December 2023 3 1 2 3 7 , , 5 8 4 7 1 0 2 , , 6 8 7 9 7 5 1, t r o p e R l a i c n a n F i 2023 Group Highlights 2023 Group highlights include: ) $ S U ( l a t o T 3 2 0 2 r e b m e c e D 1 3 d e d n e r a e y e h t r o F • • • • • • • • • • • • • • • • 50 d e 6 9 9 5 0 1 , 7 9 5 9 , 7 5 6 1, 8 0 0 7 7 1 , ( , , l , , , , - s e e f 0 2 1 5 1 4 4 1 8 1 0 5 0 1, 4 2 9 0 9 1 2 9 0 9 1 s u n o B 0 3 3 0 7 4 1 6 6 6 1 7 3 5 , 3 3 3 9 4 6 , 7 2 5 8 4 6 , 4 2 3 7 3 8 , 2 6 4 & y r a l a S s t i f e n e b 1) s t h g i r s t n e m y a p revenue: l t t e s - y t i u q E d e s a b e r a h s d n a s n o i t p O t n e m y o p m e n o i t a u n n a r e p u S Full Year Group production guidance e c n achieved; a m r Rough diamond revenue: US$102.2 million o f r e (A$154.3 million) on a 100% basis at an p average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on : s e t r 100% basis; i t a s f e o y n P Attributable Rough diamond n e b a p US$48.4 million (A$72.9 million); m o Attributable EBITDA: US$8.3 million (A$12.9 C e million); h t f s 63,469 carats recovered on a 100% basis; o t i P f e Lulo recovered 5 +100 carat diamonds for M n e K b the year and a total of 30,585 carats; h m c r Mothae recovered a total of 32,884 carats; a e e t - f t Repatriation of US$7.9 million (A$11.9 o r o ) h D million) in capital loan repayments and SML S S U dividends; n i Group is debt free after expunging interest- ( n o bearing debt in Q3; i t a Mothae set new records for tonnes mined r e n and processed; u m Lulo Kimberlite Exploration program e r f diamondiferous 15 discovered o t n kimberlite; e m Merlin Diamond Project Feasibility Study e l e low-cost, small-scale study pivoted to r r o o t option; and j c a e m r Di Nick Selby appointed CEO and MD. h g c n a g e a f n o a M t n u o m a d n a e r u t a n e h t Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to e n the previous year due to the recent n s o n u r s investment in new plant and fleet; o o c r e e t i c p x t e a E Mothae set new records for tonnes mined r t r i n D e e e (up 23% yoy) and processed (up 22% yoy) n e m h v u C e i m t g the improvements made following u a c e n e R a processing plant in 2022; x E m P - n y The Lulo Kimberlite Bulk Sampling Program M o e K N K processed a total of 26 samples during the year, or one every two weeks; e to W n e h p e t S r o t c e r Di g n g a n a M 3 2 0 2 y u J 1 3 d e n g s e r f o s l i a t e D l i t n u r o t c e r Di e v s r o t c e r i D e v , y b e S k c N 3 2 0 2 y u J 1 3 i t u c e x E i t u c e x E d o i r e P 2 2 c e D 2 2 c e D 3 2 c e D 3 2 c e D d e d n e r e m r o i t u c e x E i t a r e p O Of e v Of e v e h C a r e h Of g n its f e h C / r e c / r e c / r e c , l l i f i t i f th i f t f f f l i i i i l i l l i i , , , , - - • • 9 7 1 8 1 6 3 7 5 0 9 7 3 6 3 7 3 3 7 4 5 2 0 9 5 1, 1 1 6 1 7 4 2 3 The exploration program identified 6 diamondiferous kimberlites during the year 7 8 8 taking the total to 15; 1, The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. 2 3 3 4 2 2 4 0 0 5 5 1 9 8 3 7 4 5 4 4 5 3 7 8 5 9 7 2 9 0 9 1 6 5 4 7 7 9 2 3 0 1 4 4 1 8 1 9 7 1 8 • • - - - - , , , , , , , , , , , , 7 4 1 , 3 6 8 7 4 , 3 7 2 2 c e D 3 2 c e D 7 6 4 , 5 6 5 7 2 , 6 7 2 1 6 6 , 3 7 2 2 3 8 , 7 0 3 1, 1 8 9 , 0 9 3 1, Overall, the diamond market in 2023 could be 1 4 7 1, as described and volatile. Macro-economic 7 geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- 3 2 quality and exceptional rough diamonds felt less c e D price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. 3 2 c e D 2 2 c e D 3 2 c e D 2 2 c e D 2 2 c e D l l t i f i t r e c y r a e n n o s r e P From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. r o t c e r Di The G7 Countries (including the European Union) e v announced in December a ban on Russian diamonds u c followed by a phase-in of restrictions on the e x E importation of Russian diamonds and diamond - n o jewellery from the beginning of 2024. The sanctions N , y n are designed to curb Russia’s ability to continue to e e m n finance the invasion of Ukraine. a e Cl S s k s r a o M R t n e m e g a n a M y e K r e h t O e r c e S y n a p m o C Of a c n h c e T , r e n a K a t o T e h C e N , s t l i t f l l i i - - 4 4 1 8 1 , 0 5 9 4 1 , - - 5 7 5 , 4 1 1 8 9 7 1, 1 1 3 2 c e D 2 2 c e D n a m r i a h C e v i t u c e x E - n o N , y d e n n e K s e l i M In 2023, Lucapa continued to achieve the growth objectives against its goals: • Financial Report For the year ended 31 December 2023 Equity Investments Other Key Management Personnel Other Key Management Personnel Resigned 31 July 2023 1 MOVEMENTS IN SHARES . follows: 2023 Directors M Kennedy N Selby R Stanley S Wetherall (1) N Kaner M Clements 2022 Directors M Kennedy S Wetherall N Selby R Stanley N Kaner M Clements Directors 2023 Directors M Kennedy N Selby R Stanley S Wetherall (1) N Kaner M Clements 2022 Directors M Kennedy S Wetherall N Selby R Stanley N Kaner M Clements Other Key Management Personnel Other Key Management Personnel Resigned 31 July 2023 1 . All options refer to options and performance rights over ordinary shares of the Company, which are exercisable Analysis of movements in options, performance rights and shares on a one-for-one basis. OPTIONS AND PERFORMATION RIGHTS OVER EQUITY INSTRUMENTS The movement during the reporting period in the number of options and performance rights over ordinary shares in the Company held, directly, indirectly or beneficially, by each KMP, including their related parties, is as Exercise of Held at 31 Held at 1 January options and Options and performance Expired without performance December or date of Options acquired rights exercise rights granted resignation Vested & exercisable - - 7,644,300 14,234,220 6,600,546 1,523,104 525,026 445,850 297,892 9,287,683 597,317 163,303 - - - - - - - - - - - - - - (467,806) (9,333,469) (525,026) (445,850) (297,892) (9,287,683) - - - - - - - - - - - - 7,176,494 1,200,494 4,900,751 4,900,751 (403,931) (93,209) 4,195,278 900,113 10,391,893 2,330,008 1,036,579 239,195 - - - - - - - - - - 14,234,220 7,644,300 14,234,220 7,644,300 (597,317) (163,303) 6,600,546 1,523,104 6,600,546 1,523,104 - - - - - - - - The movement during the reporting period in the number of ordinary shares in the Company held, directly, Received upon indirectly or beneficially, by each KMP, including their related parties, is as follows: exercise of Held at 31 Held at 1 January options and performance rights Sales Purchases December or date of resignation 3,116,819 2,187,350 80,940,347 4,425,100 3,583,900 1,159,817 3,116,819 4,425,100 2,187,350 67,607,014 3,583,900 1,159,817 - - - - - - - - - - - - - - - - - - - - - - - - 6,216,253 13,333,333 - - - - - - - - - - 3,116,819 2,187,350 87,156,600 4,425,100 3,583,900 1,159,817 3,116,819 4,425,100 2,187,350 80,940,347 3,583,900 1,159,817 End of audited section. No shares were granted to KMP during the reporting period as compensation in 2023 or 2022. | Lucapa Diamond Company Limited | Annual Report 2023 3 2 0 2 e b m e c e 1 3 d e d n e r a e y e h t r o F • • • • • • • • • • • • • • • • • t r o p e R l a i c n a n i F 2023 Group Highlights r 2023 Group highlights include: D 2 0 1 , 9 7 • • • 1 6 3 , 7 • • ) $ S U ( l a t o T s t i f e n s u o B e e & a l a S The exploration program identified 6 diamondiferous kimberlites during the year 0 7 3 3 6 9 7 1 7 4 8 8 1 7 taking the total to 15; 1, 1, 5 7 4 8 , , , , 6 3 3 9 5 1 1 2 2 3 The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost 4 smaller-scale pathway to development; 4 8 5 9 6 2 1 , 0 - - 4 , , 8 Advanced the exploration projects in Angola, 1 7 9 7 9 7 1 7 5 , Australia and Botswana; Continued to generate additional margins for both operations from the cutting and 9 5 9 9 2 4 polishing partnership; and 8 1 2 7 0 3 4 3 3 4 3 , , 7 , 5 , 0 8 , 4 0 , 5 1 2 Improved safety performance at both 4 1 5 2 3 7 7 5 , 9 6 1, 8 0 7 , 7 1 6 9 , 5 0 1 Full Year Group production guidance d d 0 5 9 e e c 9 - - - - achieved; d l t t e s - i u E e s a b e a h s t n e m a p n a s n o t p n a m r r e 1) ( s t h r Rough diamond revenue: US$102.2 million o g y y r t f i i (A$154.3 million) on a 100% basis at an O q p s average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on n 0 1 0 1 : t , , i 4 4 2 9 8 1 , 9 1 0 2 5 1 2 9 , 9 1 4 4 1 , 8 1 0 5 9 , 4 1 5 0 9 , 7 100% basis; a t s e r y o P s t i f e n t e m y o m Attributable Rough diamond n p e e r l b b revenue: US$48.4 million (A$72.9 million); u e Attributable EBITDA: US$8.3 million (A$12.9 C 0 4 0 n o a u n n a e p S million); 63,469 carats recovered on a 100% basis; o n t s Lulo recovered 5 +100 carat diamonds for M n the year and a total of 30,585 carats; h Mothae recovered a total of 32,884 carats; a e 3 7 9 e s 8 t 7 3 Repatriation of US$7.9 million (A$11.9 o o 2 3 7 4 r f , , , million) in capital loan repayments and SML S y r 5 , 3 3 4 6 4 6 8 2 3 2 5 6 4 i f e e b m r - t h dividends; Group is debt free after expunging interest- ( 1 6 , 6 6 1 5 0 1, 4 3 3 , 0 7 - - - - - Diamond market operations. bearing debt in Q3; t i Mothae set new records for tonnes mined e n e e e e e r c c c c r d o i d e d P e 3 2 2 2 3 2 2 2 D D D D 3 2 c e D 2 2 c e D 3 2 2 2 e D e D 3 2 2 2 3 2 2 2 3 2 2 2 e D e D e D e D e D e D 8 Overall, the diamond market in 2023 could be 1 1 8 5 7 7 4 2 1 6 5 7 5 , 4 1 1 8 9 7 1, 1 1 7 4 7 7 , described 7 3 1, 7 2 , 6 7 2 6 4 , 5 6 6 , 3 as 7 2 4 1 , 6 9 3 8 9 3 0 3 , 3 volatile. Macro-economic 0 7 , and geopolitical factors contributed to weakness in 1, 1, diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less c c c c c c c c price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. c y t l The G7 Countries (including the European Union) o r f i i announced in December a ban on Russian diamonds S e t l e followed by a phase-in of restrictions on the n n a t i - importation of Russian diamonds and diamond n e e N jewellery from the beginning of 2024. The sanctions e a s f , i are designed to curb Russia’s ability to continue to M e e , a finance the invasion of Ukraine. n e e t e n n s r P e m g n a y K r e h t O r e c Of a c h c T h C r e a K l i e N r a t e c e y n p m o C t n m Cl k r a M r o e r Di e v u c x E o , y l n S s s o R l a t o T and processed; u Lulo Kimberlite Exploration program e r o th discovered o its 15 diamondiferous e r kimberlite; e n option; and a j Merlin Diamond Project Feasibility Study e g i pivoted to r low-cost, small-scale study a 3 r Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth e a g e v n t objectives against its goals: t Lulo Alluvial Mine achieved 9% higher o e c f processing volumes for the year compared to Of a h u l t i the previous year due to the recent n e v x a i investment in new plant and fleet; o r c r Mothae set new records for tonnes mined a a r 0 r t l l f Of r i n (up 23% yoy) and processed (up 22% yoy) m e h e h u n e v i l i m following e improvements made a y , R processing plant in 2022; s l a 3 2 2 y J 1 3 d e n g i s s r o t c e D e x E - n o N t e to W i t the u c The Lulo Kimberlite Bulk Sampling Program M C e e e c x e t t y r i E N processed a total of 26 samples during the year, or one every two weeks; n i t a e u P K e n o s e p n e e g n m K s o t c r i D e v i t u c n a m r i a h C e v i t u c e x E - n o N , y d e n n e K s e l i M t c Di g n a n M / r e c i f Of i t u c e x E e i C r m r o f , r e n e h p S o t c e r Di g n i n a M / r i f e t u e x E f e C b l e S k 2 0 2 y l u J 1 3 l i u r o t c e r Di e v c e E / r e c i g t a r e p O f e i h a p m o e h t f P K c f ) D S U n i n o a n m r f t m l e o m h c a f o n u m d n e u t n h t f o i a e D Financial Report For the year ended 31 December 2023 1 9 2 , 4 2 6 7 8 3 , 4 9 3 5 2 4 , 4 2 6 9 5 9 , 9 6 5 9 1 7 , 2 3 1 8 4 7 , 6 2 1 4 8 3 1, 8 8 9 3 , 3 5 4 7 7 3 , 6 3 3 9 6 2 1, 0 1 3 1 2 , 3 7 5 8 4 , 7 1 0 , 2 6 8 7 , 9 7 5 1, Equity Investments Financial Report For the year ended 31 December 2023 All options refer to options and performance rights over ordinary shares of the Company, which are exercisable Analysis of movements in options, performance rights and shares on a one-for-one basis. OPTIONS AND PERFORMATION RIGHTS OVER EQUITY INSTRUMENTS The movement during the reporting period in the number of options and performance rights over ordinary shares in the Company held, directly, indirectly or beneficially, by each KMP, including their related parties, is as follows: Exercise of options and performance rights Expired without exercise Options and performance rights granted Held at 31 December or date of resignation Held at 1 January Options acquired Vested & exercisable 2023 Directors M Kennedy N Selby R Stanley S Wetherall (1) Other Key Management Personnel N Kaner M Clements 2022 Directors M Kennedy S Wetherall N Selby R Stanley Other Key Management Personnel N Kaner M Clements Resigned 31 July 2023 1 MOVEMENTS IN SHARES . - 7,644,300 - 14,234,220 6,600,546 1,523,104 525,026 445,850 297,892 9,287,683 597,317 163,303 - - - - - - - - - - - - - - - - - - - - - - - - - (467,806) - (9,333,469) - - - - (403,931) (93,209) 4,195,278 900,113 (525,026) (445,850) (297,892) (9,287,683) - 14,234,220 7,644,300 - (597,317) (163,303) 6,600,546 1,523,104 - 7,176,494 - 4,900,751 10,391,893 2,330,008 - 14,234,220 7,644,300 - 6,600,546 1,523,104 - 1,200,494 - 4,900,751 1,036,579 239,195 - - - - - - The movement during the reporting period in the number of ordinary shares in the Company held, directly, indirectly or beneficially, by each KMP, including their related parties, is as follows: Received upon exercise of options and performance rights Sales Purchases Held at 31 December or date of resignation Directors 2023 Directors M Kennedy N Selby R Stanley S Wetherall (1) Other Key Management Personnel N Kaner M Clements 2022 Directors M Kennedy S Wetherall N Selby R Stanley Other Key Management Personnel N Kaner M Clements Resigned 31 July 2023 1 Held at 1 January 3,116,819 2,187,350 80,940,347 4,425,100 3,583,900 1,159,817 3,116,819 4,425,100 2,187,350 67,607,014 3,583,900 1,159,817 - - - - - - - - - - - - - - - - - - - - - - - - - - 6,216,253 - - - - - - 13,333,333 - - 3,116,819 2,187,350 87,156,600 4,425,100 3,583,900 1,159,817 3,116,819 4,425,100 2,187,350 80,940,347 3,583,900 1,159,817 End of audited section. No shares were granted to KMP during the reporting period as compensation in 2023 or 2022. . 51 Lucapa Diamond Company Limited | Annual Report 2023 | Auditor Independence and Non-Audit Services The Directors received the following declaration from the Company’s auditors, Elderton Audit Pty Ltd: Financial Report For the year ended 31 December 2023 IInnddeemmnniiffiiccaattiioonn aanndd IInnssuurraannccee ooff OOffffiicceerrss aanndd DDiirreeccttoorrss Financial Report For the year ended 31 December 2023 The Company has entered into deeds of indemnity, insurance and access (“Deeds”) with each of its Directors. Under these Deeds, the Company indemnifies each Director or officer to the maximum extent permitted by the Corporations Act 2001 from liability to third parties and in successfully defending legal and administrative proceedings and applications for such proceedings. The Company must use its best endeavours to insure a Director or officer against any liability, which does not arise out of conduct constituting a wilful breach of duty or a contravention of the Corporations Act 2001. The Company must also use its best endeavour to insure a Director or officer against liability for costs and expenses incurred in defending proceedings whether civil or criminal. The Company has, during and since the end of the year, in respect of any person who is an officer of the Company or a related body corporate, paid a premium in respect of Directors and Officer liability insurance which indemnifies Directors, officers and the Company of any claims made against the Directors, officers of the Company and the Company, subject to conditions contained in the insurance policy. The Directors have not included details of the premium paid in respect of the Directors’ and officers’ liability and legal expenses’ insurance contracts, as such disclosure is prohibited under the terms of the contract. The Company has not entered into any agreement to indemnify the auditors against any claims by third parties arising from their reports on the financial report for the year ended 31 December 2023 and prior period ended 31 December 2022. 52 | Lucapa Diamond Company Limited | Annual Report 2023 Under these Deeds, the Company indemnifies each Director or officer to the maximum extent permitted by the Corporations Act 2001 from liability to third parties and in successfully defending legal and administrative proceedings and applications for such proceedings. The Company must use its best endeavours to insure a Director or officer against any liability, which does not arise out of conduct constituting a wilful breach of duty or a contravention of the Corporations Act 2001. The Company must also use its best endeavour to insure a Director or officer against liability for costs and expenses incurred in defending proceedings whether civil or criminal. The Company has, during and since the end of the year, in respect of any person who is an officer of the Company or a related body corporate, paid a premium in respect of Directors and Officer liability insurance which Company and the Company, subject to conditions contained in the insurance policy. The Directors have not included details of the premium paid in respect of the Directors’ and officers’ liability and legal expenses’ insurance contracts, as such disclosure is prohibited under the terms of the contract. The Company has not entered into any agreement to indemnify the auditors against any claims by third parties arising from their reports on the financial report for the year ended 31 December 2023 and prior period ended 31 December 2022. IInnddeemmnniiffiiccaattiioonn aanndd IInnssuurraannccee ooff OOffffiicceerrss aanndd DDiirreeccttoorrss Auditor Independence and Non-Audit Services Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 The Company has entered into deeds of indemnity, insurance and access (“Deeds”) with each of its Directors. The Directors received the following declaration from the Company’s auditors, Elderton Audit Pty Ltd: indemnifies Directors, officers and the Company of any claims made against the Directors, officers of the To those charged with the governance of Lucapa Diamond Company Limited Auditor's Independence Declaration As auditor for the audit of Lucapa Diamond Company Limited for the year ended 31 December 2023, I declare that, to the best of my knowledge and belief, there have been: i. no contraventions of the independence requirements of the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Lucapa Diamond Company Limited and the entities it controlled during the year. Elderton Audit Pty Ltd Sajjad Cheema Director 28 February 2024 Perth 53 Lucapa Diamond Company Limited | Annual Report 2023 | Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 During the period Elderton Audit Pty Ltd have not performed any other services for the Company in addition to their statutory audit and as a result the Directors are satisfied that auditors have not compromised the auditor independence requirements of the Corporations Act 2001. Details of the amounts paid to the current auditor of the Company, Elderton Audit Pty Ltd are set out below: Audit services Other services 31 Dec 2023 31 Dec 2022 US$ 40,027 - 40,027 39,652 - 39,652 MILES KENNEDY Chairman Dated this 28th FEBRUARY 2024 Signed in accordance with a resolution of the Directors, on behalf of the Directors. 54 | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 During the period Elderton Audit Pty Ltd have not performed any other services for the Company in addition to Signed in accordance with a resolution of the Directors, on behalf of the Directors. their statutory audit and as a result the Directors are satisfied that auditors have not compromised the auditor independence requirements of the Corporations Act 2001. Details of the amounts paid to the current auditor of the Company, Elderton Audit Pty Ltd are set out below: Audit services Other services 31 Dec 2023 31 Dec 2022 US$ 40,027 - 40,027 39,652 - 39,652 MILES KENNEDY Chairman Dated this 28th FEBRUARY 2024 55 Lucapa Diamond Company Limited | Annual Report 2023 | Consolidated Statement of Other Comprehensive Income FOR YEAR ENDED 31 DECEMBER 2023 Loss for the period Other comprehensive income Total comprehensive loss for the year Attributable to: Owners of the Company Non-controlling interests Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 (17,235) 2,471 (14,764) (7,323) (7,441) (14,764) (15,074) 1,609 (13,465) (9,236) (4,229) (13,465) The Consolidated Statement of Other Comprehensive Income is to be read in conjunction with the accompanying notes. Consolidated Financial Statements Consolidated Statement of Profit or Loss FOR YEAR ENDED 31 DECEMBER 2023 Revenue Cost of sales Gross profit/ (loss) Impairment charge Gross loss after impairment Share of profit of associate Royalties and selling expenses Corporate expenses Share-based payments Foreign exchange loss Operating loss Finance cost Finance income Fair value adjustments Loss before income tax Income tax expense Loss after income tax Attributable to: Owners of the Company Non-controlling interests Earnings per share Basic loss per share Diluted loss per share Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 27,999 (27,962) 37 (13,370) (13,333) 4,195 (1,297) (3,824) (741) (3,855) (18,855) (534) 17 2,354 (17,018) (217) (17,235) (9,051) (8,184) (17,235) Cents (0.63) (0.60) 23,350 (26,977) (3,627) (10,608) (14,235) 7,660 (1,164) (3,692) (70) (3,880) (15,381) (2,063) 12 2,822 (14,610) (464) (15,074) (10,302) (4,772) (15,074) Cents (0.73) (0.73) Note 3 4 4 11 4 13 8 6 7 7 The Consolidated Statement of Profit or Loss is to be read in conjunction with the accompanying notes. 56 | Lucapa Diamond Company Limited | Annual Report 2023 Consolidated Statement of Other Comprehensive Income FOR YEAR ENDED 31 DECEMBER 2023 Loss for the period Other comprehensive income Total comprehensive loss for the year Attributable to: Owners of the Company Non-controlling interests Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 (17,235) 2,471 (14,764) (7,323) (7,441) (14,764) (15,074) 1,609 (13,465) (9,236) (4,229) (13,465) The Consolidated Statement of Other Comprehensive Income is to be read in conjunction with the accompanying notes. Consolidated Financial Statements Consolidated Statement of Profit or Loss FOR YEAR ENDED 31 DECEMBER 2023 Revenue Cost of sales Gross profit/ (loss) Impairment charge Gross loss after impairment Share of profit of associate Royalties and selling expenses Corporate expenses Share-based payments Foreign exchange loss Operating loss Finance cost Finance income Fair value adjustments Loss before income tax Income tax expense Loss after income tax Attributable to: Owners of the Company Non-controlling interests Earnings per share Basic loss per share Diluted loss per share Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 Note US$000 3 4 4 11 4 13 8 6 7 7 27,999 (27,962) 37 (13,370) (13,333) 4,195 (1,297) (3,824) (741) (3,855) (18,855) (534) 17 2,354 (17,018) (217) (17,235) (9,051) (8,184) (17,235) Cents (0.63) (0.60) 23,350 (26,977) (3,627) (10,608) (14,235) 7,660 (1,164) (3,692) (70) (3,880) (15,381) (2,063) 12 2,822 (14,610) (464) (15,074) (10,302) (4,772) (15,074) Cents (0.73) (0.73) The Consolidated Statement of Profit or Loss is to be read in conjunction with the accompanying notes. 57 Lucapa Diamond Company Limited | Annual Report 2023 | Consolidated Statement of Financial Position AS AT 31 DECEMBER 2023 Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 Note US$000 2023 Group Highlights 2023 Group highlights include: Assets Cash and cash equivalents Trade and other receivables Contract assets Inventories Other current financial assets Total current assets Property plant and equipment Non-current financial assets Investment in associate Total non-current assets Total assets Liabilities Trade and other payables Current borrowings Total current liabilities Non-current provisions Non-current borrowings Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Accumulated losses Equity attributable to owners of the Company Non-controlling interests Total equity 8a 8b 9 8c 10 8c 11 8d 8e 12 8e 6 13 1,317 2,466 833 2,351 3,923 10,890 51,863 699 18,281 70,843 81,733 8,231 235 8,466 1,956 - 26 1,982 10,448 71,285 154,230 (1,344) (64,164) 88,722 (17,437) 71,285 6,905 2,412 - 2,359 4,000 15,676 63,110 7,497 15,686 86,293 101,969 7,881 6,393 14,274 2,329 33 26 2,388 16,662 85,307 154,230 (3,798) (55,129) 95,303 (9,996) 85,307 The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes. 58 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; | Lucapa Diamond Company Limited | Annual Report 2023 Consolidated Statement of Financial Position AS AT 31 DECEMBER 2023 Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 Note US$000 Assets Cash and cash equivalents Trade and other receivables Contract assets Inventories Other current financial assets Total current assets Property plant and equipment Non-current financial assets Investment in associate Total non-current assets Total assets Liabilities Trade and other payables Current borrowings Total current liabilities Non-current provisions Non-current borrowings Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Accumulated losses Equity attributable to owners of the Company Non-controlling interests Total equity 8a 8b 9 8c 10 8c 11 8d 8e 12 8e 6 13 1,317 2,466 833 2,351 3,923 10,890 51,863 699 18,281 70,843 81,733 8,231 235 8,466 1,956 - 26 1,982 10,448 71,285 154,230 (1,344) (64,164) 88,722 (17,437) 71,285 6,905 2,412 - 2,359 4,000 15,676 63,110 7,497 15,686 86,293 101,969 7,881 6,393 14,274 2,329 33 26 2,388 16,662 85,307 154,230 (3,798) (55,129) 95,303 (9,996) 85,307 The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes. 2023 Group Highlights y t i u q e l a t o T 2023 Group highlights include: t r o p e R l a i c n a n F i 3 2 0 2 r e b m e c e D 1 3 d e d n e r a e y e h t r o F • • • • • • • • • • • • • • • • Financial Report 6 6 1 , 0 9 ) 4 7 0 , 5 1 ( 9 0 6 1, ) 5 6 4 , 3 1 ( 6 5 0 , 9 0 7 ) 2 5 1 ( 4 ) 2 7 3 ( 6 0 6 , 8 ) 5 3 2 , 7 1 ( 1 7 4 , 2 ) 4 6 7 , 4 1 ( 7 0 3 , 5 8 • For the year ended 31 December 2023 2 4 7 - 2 4 7 5 8 2 1, 7 - - - - - - - - ) 6 5 9 , 3 ( 8 2 7 1, 8 2 7 1, ) 8 2 2 , 2 ( - - - - - ) 2 5 1 ( ) 2 7 3 ( 0 1 - ) 2 6 1 ( - - ) 2 7 3 ( g n s t s e r e t n ) 7 6 7 , 5 ( ) 2 7 7 , 4 ( 3 4 5 ) 9 2 2 , 4 ( i l - - - - - - - - - - i l l 0 7 0 7 0 5 2 l a t o T 6 6 0 1, 6 6 0 1, 6 6 0 1, 6 5 0 , 9 s e s s o 3 3 9 , 5 9 ) 2 2 0 , 5 ( ) 6 3 2 , 9 ( e v r e s e r e v r e s e r ) 2 0 3 , 0 1 ( ) 2 0 3 , 0 1 ( 0 0 0 $ S U ) 7 3 8 , 4 4 ( ) 2 0 3 , 0 1 ( s t n e m y a p n o i t a l s n a r t o r t n o c - n o N d e t a l u m u c c A revenue: y c n e r r u c n g i e r o F Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML d dividends; e s a Group is debt free after expunging interest- b e r a bearing debt in Q3; h S Mothae set new records for tonnes mined and processed; Lulo Kimberlite Exploration program diamondiferous 15 discovered y kimberlite; t i u Merlin Diamond Project Feasibility Study q E low-cost, small-scale study pivoted to n option; and i s e Nick Selby appointed CEO and MD. g n a h C 3 2 0 2 R f E o B Lulo Alluvial Mine achieved 9% higher M t n E e processing volumes for the year compared to C m E the previous year due to the recent D e e m t 1 a o investment in new plant and fleet; 2 3 c 2 t n S 0 D 2 Mothae set new records for tonnes mined e E d y v D r s e a (up 23% yoy) and processed (up 22% yoy) n N u t e n a E h Ja the improvements made following d e R 1 r p A t m a o processing plant in 2022; E o e s Y c c n n The Lulo Kimberlite Bulk Sampling Program l R a a o t l O o a B C T processed a total of 26 samples during the F year, or one every two weeks; w to s n o i t c a s n a r T d o i r e p e h t r o f e m o c n e v s n e h e r p m o c r e h Ot e v s n e h e r p m o C d o i r e p e h t r o f l a t i p a c d e u s s I ci a p a c r i e h t n s r e n w o s a y t s r e n w o h t i p a c e r a h s d o i r e p e h 2 4 5 , th 5 4 1 o e u s s I o e u s s I e m o c n f s s o L 6 5 0 , 9 ) s s o l ( e t o N its s n o i l p o 3 1 r o i t a t i - - - - i i t i i f / i , f i l i s n o i t p o f o y r i p x E 4 - - 4 s n o i t p o f i o e s c r e x e n o s e v r e s e r f o r e f s n a r T s e t o n g n i y n a p m o c c a e h t h t i s i y t i u q E n - - - - - • • 3 4 7 8 2 7 1, 6 0 6 , 8 1) 5 0 , 9 ( ) 4 8 1 , 8 ( ) 3 2 3 , 7 ( 3 0 3 , 5 9 ) 1 4 4 , 7 ( ) 6 9 9 , 9 ( ) 7 3 4 , 7 1 ( The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. ) 4 6 1 , 4 6 ( ) 9 2 1 , 5 5 ( ) 1 5 0 , 9 ( 2 2 7 , 8 8 1) 5 0 , 9 ( 2 4 7 2 4 7 6 1 0 1 6 1 • • - - . - - - 8 5 1 ) 6 1 ( 2 4 7 6 2 7 4 8 8 ) 2 9 ( Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. w n o i t c n u n o c n i d a e r e b o t 0 3 2 , 4 5 1 0 3 2 , 4 5 1 8 8 6 , 8 3 1 j - - - - - - i s r e n w o s a y t ) s s o l ( d o i r e p e h t r o f From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. ci a p a c r i e h t n The G7 Countries (including the European Union) announced in December a ban on Russian diamonds s s r r e e n n followed by a phase-in of restrictions on the w w o o h h importation of Russian diamonds and diamond t t e i i w w v jewellery from the beginning of 2024. The sanctions s s s n n n o o e are designed to curb Russia’s ability to continue to h i i t t c c e a a r p s s finance the invasion of Ukraine. m n n a a o r r c t t l a t o T s e g n a h C f o t n e m e t a t S d e t a d i l o s n o C e h T 3 2 0 2 r e b m e c e D 1 3 t a e c n a l a B d o i r e p e h t r o f e m o c n e v s n e h e r p m o c r e h Ot e v s n e h e r p m o C w s n o i t c a s n a r T 3 2 0 2 y r a u n Ja 1 s r e n w o h t i t a e c n a l a B d o i r e p e h o y r i p x E o e u s s I e m o c n e m o c n / t i f o r P ) s s o l ( l a t o T l a t o T s n o s n o p o p o r o i t i t f / i i i t , f i f i i i s e s n e p x e e u s s i e r a h S 59 In 2023, Lucapa continued to achieve the growth objectives against its goals: • Lucapa Diamond Company Limited | Annual Report 2023 | Consolidated Statement of Cash Flows FOR YEAR ENDED 31 DECEMBER 2023 Cash flows from operating activities Receipts from products and related debtors Cash paid to suppliers and employees Interest and finance cost Interest received Net cash used in operating activities Cash flows from investing activities Payments for exploration costs Payments for development Dividend and receivable proceeds from associate Payments for property plant and equipment Net cash generated from investing activities Cash flows from financing activities Proceeds from issue of share capital Share issue costs Repayment of borrowings Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Exchange loss on foreign cash balances Cash and cash equivalents at end of period Reconciliation of loss after tax to cash flows from operations: Loss for the period Adjustments for: Depreciation expense Loss on disposal of assets Impairment Director and employee options Exchange gains Interest and other finance costs paid Fair value loss on financial assets Share of loss/ (profit) of associate Other non cash items Working Capital adjustments: Change in inventory Change in trade and other receivables Change in trade and other payables relating to operating activities Net cash used in operating activities Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 31 Dec 2023 31 Dec 2022 Note US$000 11.. BBaassiiss ooff PPrreeppaarraattiioonn Corporate Information 24,817 (26,739) (997) 17 (2,902) (1,031) (3,345) 7,875 (692) 2,807 - - (5,463) (5,463) (5,558) 6,905 (30) 1,317 22,669 (24,350) (1,907) 13 (3,575) (3,356) (3,689) 15,818 (1,097) 7,676 9,060 (584) (12,872) (4,396) (295) 7,366 (166) 6,905 (17,235) (15,074) 5,841 1 13,370 741 29 (463) (2,354) (4,195) (867) 6 (844) 3,068 (2,902) 5,142 131 10,608 70 165 916 (2,822) (7,660) (1,368) 725 (3) 5,595 (3,575) 8a 10 4 The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes. 60 Financial Report For the year ended 31 December 2023 Lucapa to Mothae due to the weakening of the South African rand against the United States dollar. Mothae’s results for the year was affected by the low value of diamond recoveries in Q4. SML reported another strong year with results in line with expectations and generated sufficient cash flow for the payment of a US$7.8 million dividend and alluvial investment loan repayments to Lucapa during the year. The Group strengthened its balance sheet during the year by making the final instalments due to Equigold and the IDC, leaving the Group debt free, other than for capitalised lease obligations. As at 31 December 2023, after taking into account the Mothae non-cash impairment charge of US$13.4 million, the Group’s assets exceeded liabilities by US$71.3 million (2022: US$85.3 million). • • • • • • The diamond market is relatively stable for higher value production despite volatility experienced in the overall market during 2023; The book value of the Group’s assets exceeds its liabilities by US$71.3 million (post the Mothae impairment charge); All approvals for SML to repay Lucapa’s alluvial investment loan are in place and are expected to follow directly following SML shareholder approval; Lucapa should be able to provide the necessary interim financial support to Mothae whilst it considers opportunities to improve margins and/ or implement alternate strategic options; The Group has historically been successful in raising equity for the furtherance of its projects and under ASX Listing Rule 7.1 the Company has the capacity to place securities to raise equity: and The Group has historically been successful in raising and restructuring debt facilities; Lucapa Diamond Company Limited (“Lucapa” or “the Company”) is a company domiciled and incorporated in Australia. The address of the Company’s registered office is 34 Bagot Road, Subiaco WA 6008. The Company, its subsidiaries and associates (collectively “the Group”) are primarily involved in the exploration, evaluation, development and mining on diamond projects in Africa and Statement of compliance Australia. The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (“AASBs”) (including Australian Interpretations) adopted by the Australian Accounting Standards Board (“IFRSs”) and interpretations adopted by the International Accounting Standards Board (“IASB”). The basis of preparation of the financial report is set out below and in the notes to the consolidated financial statements. The financial statements were authorised for issue by the Board of Directors on the Basis of measurement date of the Directors’ report. The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of current Going concern liabilities in the ordinary course of business. As detailed in the Directors’ report, the Group recorded an Attributable EBITDA of US$8.3 million (2022: US$10.7 million) and a loss after tax of US$17.2 million in 2023, (2022: US$15.1 million). The results include, amongst others, the non-cash impairment charge of US$13.4 million in respect of Mothae’s PPE and a US$3.5 million unrealised foreign exchange loss on the intergroup loan from (“AASB”) and the Corporations Act 2001. The Despite current slowing economic conditions, the financial report of the Group complies with Directors believe that the going concern basis is International Financial Reporting Standards appropriate for the following reasons: | Lucapa Diamond Company Limited | Annual Report 2023 Consolidated Statement of Cash Flows FOR YEAR ENDED 31 DECEMBER 2023 Cash flows from operating activities Receipts from products and related debtors Cash paid to suppliers and employees Interest and finance cost Interest received Net cash used in operating activities Cash flows from investing activities Payments for exploration costs Payments for development Dividend and receivable proceeds from associate Payments for property plant and equipment Net cash generated from investing activities Cash flows from financing activities Proceeds from issue of share capital Share issue costs Repayment of borrowings Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Exchange loss on foreign cash balances Cash and cash equivalents at end of period Loss for the period Adjustments for: Depreciation expense Loss on disposal of assets Impairment Director and employee options Exchange gains Interest and other finance costs paid Fair value loss on financial assets Share of loss/ (profit) of associate Other non cash items Working Capital adjustments: Change in inventory Change in trade and other receivables Change in trade and other payables relating to operating activities Net cash used in operating activities 8a 10 4 24,817 (26,739) (997) 17 (2,902) (1,031) (3,345) 7,875 (692) 2,807 - - (5,463) (5,463) (5,558) 6,905 (30) 1,317 5,841 1 13,370 741 29 (463) (2,354) (4,195) (867) 6 (844) 3,068 (2,902) 22,669 (24,350) (1,907) 13 (3,575) (3,356) (3,689) 15,818 (1,097) 7,676 9,060 (584) (12,872) (4,396) (295) 7,366 (166) 6,905 5,142 131 10,608 70 165 916 (2,822) (7,660) (1,368) 725 (3) 5,595 (3,575) Reconciliation of loss after tax to cash flows from operations: (17,235) (15,074) The Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes. Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 Note US$000 11.. BBaassiiss ooff PPrreeppaarraattiioonn Corporate Information a is company domiciled Lucapa Diamond Company Limited (“Lucapa” or “the Company”) and incorporated in Australia. The address of the Company’s registered office is 34 Bagot Road, Subiaco WA 6008. The Company, its subsidiaries and associates (collectively “the Group”) are primarily involved in the exploration, evaluation, development and mining on diamond projects in Africa and Statement of compliance Australia. Standards The financial report is a general purpose financial report which has been prepared in accordance with (“AASBs”) Australian Accounting (including Australian Interpretations) adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial report of the Group complies with Financial Reporting International Standards (“IFRSs”) and interpretations adopted by the International Accounting Standards Board (“IASB”). The basis of preparation of the financial report is set out below and in the notes to the consolidated financial statements. The financial statements were authorised for issue by the Board of Directors on the Basis of measurement date of the Directors’ report. The financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of current Going concern liabilities in the ordinary course of business. As detailed in the Directors’ report, the Group recorded an Attributable EBITDA of US$8.3 million (2022: US$10.7 million) and a loss after tax of US$17.2 million in 2023, (2022: US$15.1 million). The results include, amongst others, the non-cash impairment charge of US$13.4 million in respect of Mothae’s PPE and a US$3.5 million unrealised foreign exchange loss on the intergroup loan from Lucapa to Mothae due to the weakening of the South African rand against the United States dollar. Mothae’s results for the year was affected by the low value of diamond recoveries in Q4. SML reported another strong year with results in line with expectations and generated sufficient cash flow for the payment of a US$7.8 million dividend and alluvial investment loan repayments to Lucapa during the year. The Group strengthened its balance sheet during the year by making the final instalments due to Equigold and the IDC, leaving the Group debt free, other than for capitalised lease obligations. As at 31 December 2023, after taking into account the Mothae non-cash impairment charge of US$13.4 million, the Group’s assets exceeded liabilities by US$71.3 million (2022: US$85.3 million). Despite current slowing economic conditions, the Directors believe that the going concern basis is • appropriate for the following reasons: • • • • • The diamond market is relatively stable for higher value production despite volatility experienced in the overall market during 2023; The book value of the Group’s assets exceeds its liabilities by US$71.3 million (post the Mothae impairment charge); All approvals for SML to repay Lucapa’s alluvial investment loan are in place and are expected to follow directly following SML shareholder approval; Lucapa should be able to provide the necessary interim financial support to Mothae whilst it considers opportunities to improve margins and/ or implement alternate strategic options; The Group has historically been successful in raising equity for the furtherance of its projects and under ASX Listing Rule 7.1 the Company has the capacity to place securities to raise equity: and The Group has historically been successful in raising and restructuring debt facilities; 61 Lucapa Diamond Company Limited | Annual Report 2023 | BBaassiiss ooff PPrreeppaarraattiioonn ((ccoonnttiinnuueedd)) Going concern (continued) Financial Report For the year ended 31 December 2023 The above conditions represent a material uncertainty that might cause significant doubt about the ability of the Company to continue as a going concern. Should the Company be unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to recoverability and classification of asset carrying amounts or to amounts and classification of liabilities that might result should the Company be unable to continue as a going concern. 62 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 BBaassiiss ooff PPrreeppaarraattiioonn ((ccoonnttiinnuueedd)) Going concern (continued) The above conditions represent a material uncertainty that might cause significant doubt about the ability of the Company to continue as a going concern. Should the Company be unable to continue as a going concern it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different to those stated in the financial statements. The financial statements do not include any adjustments relating to recoverability and classification of asset carrying amounts or to amounts and classification of liabilities that might result should the Company be unable to continue as a going concern. t r o p e R l a i c n a n F i 2023 Group Highlights 2023 Group highlights include: 3 2 0 2 r e b m e c e D 1 3 d e d n e r a e y e h t r o F • • • • • • • • • • • • • • • • 4 1 7 , 5 ) 2 8 2 , 7 2 ( - ) 8 1 0 , 7 1 ( i i - - - - - - - - - - - - - - - 1 4 7 5 6 7 1 4 7 ) 7 1 5 ( l a t o T 8 2 9 , 4 4 0 7 , 6 1 4 8 , 5 1) 2 2 , 7 ( 1) 4 8 , 2 ( 9 9 9 , 7 2 9 9 9 , 7 2 9 9 9 , 7 2 9 9 9 , 7 2 g n n M r e h t o & ) 0 7 3 , 3 1 ( ) 0 7 3 , 3 1 ( 1) 6 0 , 0 2 ( ) 5 5 8 , 8 1 ( o h t o s e L a i l a r t s u A a i l a r t s u A e t a r o p r o C revenue: Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; Group is debt free after expunging interest- bearing debt in Q3; Mothae set new records for tonnes mined and processed; Lulo Kimberlite Exploration program ss tt nn diamondiferous 15 discovered ee mm kimberlite; ee Merlin Diamond Project Feasibility Study tt aa tt low-cost, small-scale study pivoted to SS option; and aa ii cc Nick Selby appointed CEO and MD. nn aa nn n o i t a u a v E & n o i t a r o p x E a n a w s t o B 0 0 0 $ S U a o g n A a l o g n A a r t s u A its e m o c n 7 4 0 4 ) s s o l ( 8 4 1 / t i f ll s t th a i l - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - l l l , i o r p g n 0 5 5 4 , - - - e u n e v e r i l I i f n o t e N s s o ii ll t n e m l a t o T a r e p o r i a p m a n r e t x E e u n e v e r t n e m g e S gg nn l r o t i f o r P i t a c e r p e D n e m g e s - r e t n I ii tt rr oo pp ee RR FF dd ee Lulo Alluvial Mine achieved 9% higher tt aa dd processing volumes for the year compared to oo the previous year due to the recent ss 3 nn investment in new plant and fleet; 2 w 0 oo 2 e CC r Mothae set new records for tonnes mined i e v b tt m r ee nn e e (up 23% yoy) and processed (up 22% yoy) hh c v ee e D O tt mm 1 the improvements made following oo 3 a gg d tt e i processing plant in 2022; ee d ss c n SS n ee e d a The Lulo Kimberlite Bulk Sampling Program tt o oo n i r e NN P F processed a total of 26 samples during the year, or one every two weeks; to 22 .. i l x a t e m o c n i e r o f e b ) s s o l ( / t i f o r P n e m y a p d e s a b - e r a h S / ) s t s o c ( e c n a n 2 8 8 , 9 5 6 1 4 , 2 0 4 2 , 3 - 0 4 1 5 4 6 3 0 4 , n o i t a m r o f n i t n e m g e s r e h t O e r u t i d n e p x e l a t i p a C s e i t i l i b a i l d n a s t e s s A 3 2 0 2 r e b m e c e D 1 3 t a s A In 2023, Lucapa continued to achieve the growth objectives against its goals: s s o • ii i t t l Financial Report For the year ended 31 December 2023 • - - - - - - - - - • • 7 0 1 3 9 9 4 5 5 1, 2 4 1 , 5 3 3 7 1, 8 7 5 3 , 0 1 0 5 3 , 3 2 0 5 3 , 3 2 2 6 6 , 6 1 8 0 6 , 0 1 ) 1 5 0 , 2 ( 8 4 4 , 0 1 ) 1 8 3 , 5 1 ( 9 6 9 1, 0 1 ) 0 1 6 , 4 1 ( ) 2 0 4 , 4 7 ( The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. ) 0 3 8 , 2 6 ( ) 6 5 8 , 8 1 ( 1) 9 3 , 4 2 ( 8 7 8 , 8 4 4 4 8 , 6 5 3 6 8 , 5 2 ) 5 3 5 , 5 ( 1 8 6 , 0 1 8 0 6 , 0 1 0 5 3 , 3 2 ) 5 8 1 , 4 ( 0 5 3 , 3 2 3 4 9 , 4 1 1 0 6 , 5 1 4 8 2 , 2 1 0 3 5 1, 1 4 8 4 , 3 7 9 7 , 8 9 7 8 , 4 4 0 3 , 3 9 0 3 , 2 8 2 2 , 5 7 7 7 , 6 ) 0 6 3 ( 4 5 7 , 7 8 5 6 3 5 7 • • 9 - - - - - - - - - - - 4 1 9 2 2 , 6 5 3 7 2 , - - - - - - - - - - - 6 5 1 0 6 6 7 , 1 4 1 , 0 1 , , , , - - - - - - - - - - - - 9 1 1 5 2 2 5 1 1 2 7 5 2 2 6 4 2 2 7 8 3 2 Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. 2 9 3 7 2 8 2 4 1, 3 5 9 5 4 8 2 2 2 8 1 6 7 1 1 2 - - - - - - - - - - - - - - - - - - - - - - - , , l i l i l i l t t f t i i l t i i t s t s t s t s e s e b a s e b a n o / t i f i t i l i i t i l i e r o e r u i t i l i s s o s s o b a i l e s s a e s s a s n a o s n a o t n e m a r e p o o r p g n e m o c n d n e p x e a n r e t x E e u n e v e r e u n e v e r e b ) s s o l ( t n e m g e S l r o t i f o r P i t a c e r p e D n o i t a m r o f n n e m g e s - r e t n I n e m g e s - r e t n I / ) s t s o c ( e c n a n n e m y a p d e s a b - e r a h S e m From October to December, some Indian diamond o c n manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring t n stability to an oversupplied market. e m g e s r e h t O t n e m The G7 Countries (including the European Union) g e S announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. n e m g e s - r e t n I d n a s t e s s A t n e m g e S t n e m g e S t n e m g e S a t i p a C / t i f o r P r i a p m l a t o T t e N i f i l I l ) s s o l ( x a t 2 2 0 2 r e b m e c e D 1 3 d e d n e d o i r e P 2 2 0 2 r e b m e c e D 1 3 t a s A 63 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss SSeeggmmeenntt RReeppoorrttiinngg ((ccoonnttiinnuueedd)) Additional Information Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 33.. RReevveennuuee Financial Overview The Group engages in business activities within the following business segments: - exploration & evaluation projects in Angola, Botswana and Australia; - mining in Angola and Lesotho and mine development in Australia; and - corporate and other administrative functions in Western Australia to support and promote its activities. Revenue from contracts with customers Sale of goods The Group’s operating segments are managed by geographical region as the risks and required rates of returns Accounting policy are largely affected by differences in the regions in which they operate. Additional information Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 27,999 27,999 23,350 23,350 Segment disclosures are based on information that is provided to the Board of Directors, which is the Group’s chief decision-making body. An operating segment is a component of the Group that engages in business activities from which it may expend capital and generate revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results, for which discrete financial information is available, are reviewed by the Group’s Managing Director and management to assess their performance and make decisions with respect to the allocation of resources to that segment. The Group’s revenue arises from the sale of rough diamonds and from cutting and polishing of diamonds. Accounting policy To determine whether to recognise revenue, the Revenue from cutting and polishing partnerships: Allocating the transaction price to the future when the uncertainty has been - - - - following 5-step process is followed: Identifying the contract with a customer; Identifying the performance obligations; - Determining the transaction price; performance obligations; and Recognising revenue when/ as performance obligation(s) are satisfied. The transaction price is the amount to which the Group expects to be entitled to in exchange for the transfer of goods and services and is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties. Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers. - is considered to be variable consideration and is recognised to the extent that it is highly probable that its inclusion will not result in a significant revenue reversal in the resolved. This is generally the case when cutting and polishing work has substantially been completed and relative certainty exists over the quality of the final product or when the polished diamonds have been sold; - is recognised once a high level of certainty exists regarding factors that influence the sale prices including the size, quality and colour of the final polished diamonds. These factors are considered per individual stone. If the Group satisfies a performance obligation before it receives the consideration, either a contract asset or a receivable is recognised in the statement of financial position, depending on whether something other than the passage of time is required Revenue from the sale of rough diamonds is before the consideration is due. recognised on a point in time basis. 64 | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss SSeeggmmeenntt RReeppoorrttiinngg ((ccoonnttiinnuueedd)) Additional Information The Group engages in business activities within the following business segments: exploration & evaluation projects in Angola, Botswana and Australia; - mining in Angola and Lesotho and mine development in Australia; and - - corporate and other administrative functions in Western Australia to support and promote its activities. 33.. RReevveennuuee Financial Overview Revenue from contracts with customers Sale of goods The Group’s operating segments are managed by geographical region as the risks and required rates of returns Accounting policy are largely affected by differences in the regions in which they operate. Additional information Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 27,999 27,999 23,350 23,350 Segment disclosures are based on information that is provided to the Board of Directors, which is the Group’s chief decision-making body. The Group’s revenue arises from the sale of rough diamonds and from cutting and polishing of diamonds. Accounting policy An operating segment is a component of the Group that engages in business activities from which it may expend capital and generate revenues and incur expenses, including revenues and expenses that relate to transactions To determine whether to recognise revenue, the following 5-step process is followed: with any of the Group’s other components. All operating segments’ operating results, for which discrete financial information is available, are reviewed by the Group’s Managing Director and management to assess their performance and make decisions with respect to the allocation of resources to that segment. Identifying the contract with a customer; Identifying the performance obligations; - - - Determining the transaction price; - Allocating the transaction price to the performance obligations; and Recognising revenue when/ as performance obligation(s) are satisfied. - The transaction price is the amount to which the Group expects to be entitled to in exchange for the transfer of goods and services and is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties. Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies the performance obligations by promised goods or services to its customers. transferring Revenue from the sale of rough diamonds is recognised on a point in time basis. Revenue from cutting and polishing partnerships: - - is considered to be variable consideration and is recognised to the extent that it is highly probable that its inclusion will not result in a significant revenue reversal in the future when the uncertainty has been resolved. This is generally the case when cutting and polishing work has substantially been completed and relative certainty exists over the quality of the final product or when the polished diamonds have been sold; is recognised once a high level of certainty exists regarding factors that influence the sale prices including the size, quality and colour of the final polished diamonds. These factors are considered per individual stone. If the Group satisfies a performance obligation before it receives the consideration, either a contract asset or a receivable is recognised in the statement of financial position, depending on whether something other than the passage of time is required before the consideration is due. 65 Lucapa Diamond Company Limited | Annual Report 2023 | Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss EExxppeennsseess ((ccoonnttiinnuueedd)) Employee benefits SHORT-TERM EMPLOYEE BENEFITS Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided to reporting date and are calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay as at the reporting date including related on-costs, such as workers compensation LONG-TERM EMPLOYEE BENEFITS insurance and payroll tax. The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on-costs: that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on government bonds that have maturity dates approximating the TERMINATION BENEFITS terms of the Group’s obligations. Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement Share based payments date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Refer note 13. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 44.. EExxppeennsseess Financial Overview Breakdown of expenses by nature Raw materials, consumables and other input costs Changes in inventories of finished goods and work in progress Employee benefits expenses (excluding share based payments) Depreciation and amortisation Impairment charge Auditors remuneration Mining and short term leases Consulting fees and other administrative expenses Total expenses Breakdown of expenses by function Cost of sales Impairment charge Corporate expenses Total expenses Employee benefits expenses Wages, salaries and director remuneration Superannuation costs Share-based payments Other associated employee expenses Auditors remuneration Elderton Pty Ltd (Auditors of parent company & consolidation) Audit services Other services Other group auditors (for subsidiary companies) Audit services Other services Accounting policy Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 Note US$000 10 13 17,720 (358) 7,435 5,842 13,370 50 254 843 45,156 27,962 13,370 3,824 45,156 7,259 116 741 60 8,176 40 - 40 10 - 10 50 16,657 370 7,255 5,142 10,608 51 221 973 41,277 26,977 10,608 3,692 41,277 6,960 109 70 186 7,325 40 - 40 11 - 11 51 Expenses recognised in profit or loss are classified and presented on a functional basis. 66 | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 Note US$000 44.. EExxppeennsseess Financial Overview Breakdown of expenses by nature Raw materials, consumables and other input costs Changes in inventories of finished goods and work in progress Employee benefits expenses (excluding share based payments) Depreciation and amortisation Impairment charge Auditors remuneration Mining and short term leases Consulting fees and other administrative expenses Total expenses Breakdown of expenses by function Cost of sales Impairment charge Corporate expenses Total expenses Employee benefits expenses Wages, salaries and director remuneration Superannuation costs Share-based payments Other associated employee expenses Auditors remuneration Elderton Pty Ltd (Auditors of parent company & consolidation) Other group auditors (for subsidiary companies) Audit services Other services Audit services Other services Accounting policy 10 13 45,156 41,277 17,720 (358) 7,435 5,842 13,370 50 254 843 27,962 13,370 3,824 45,156 7,259 116 741 60 8,176 40 - 40 10 - 10 50 16,657 370 7,255 5,142 10,608 51 221 973 26,977 10,608 3,692 41,277 6,960 109 70 186 7,325 40 - 40 11 - 11 51 Expenses recognised in profit or loss are classified and presented on a functional basis. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 EExxppeennsseess ((ccoonnttiinnuueedd)) Employee benefits SHORT-TERM EMPLOYEE BENEFITS Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided to reporting date and are calculated at undiscounted amounts based on remuneration wage and salary rates that the Group expects to pay as at the reporting date including related on-costs, such as workers compensation LONG-TERM EMPLOYEE BENEFITS insurance and payroll tax. The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods plus related on-costs: that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on government bonds that have maturity dates approximating the TERMINATION BENEFITS terms of the Group’s obligations. Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement Share based payments date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Refer note 13. 67 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 55.. FFiinnaannccee CCoosstt aanndd IInnccoommee Financial Overview Finance cost Finance cost on borrowings Interest expense on lease labilities Unwinding of discount rate on rehabilitation liability Finance income Interest income on bank deposits Net finance cost on financial instruments Accounting policy Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 279 88 167 534 17 17 517 1,864 74 125 2,063 12 12 2,051 Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 66.. IInnccoommee TTaaxx Financial Overview Current tax expense Current income tax charge Current income tax adjustments relating to prior years Deferred tax expense Relating to origination and reversal of temporary differences Total income tax expense Reconciliation of tax expense and the accounting profit multiplied by Australia’s domestic tax rate Net loss before tax Income tax benefit using the Australian domestic tax rate of 30% (5,105) (4,383) (17,018) (14,610) Finance income and expenses comprises interest income on funds invested, interest expense on borrowings calculated using the effective interest method and unwinding of discounts on provisions. Interest income is recognised in the statement of profit or loss and other comprehensive income as it accrues, using the effective interest method. All borrowing costs are recognised in the statement of profit or loss and other comprehensive income using the effective interest method. General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Exchange differences arising from foreign currency borrowings used to acquire qualifying assets are regarded as an adjustment to the interest cost and included in the capitalised amount. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Increase in income tax due to tax effect of: Non-deductible expenses Tax rate differential on foreign income Net current year tax losses not recognised Foreign taxes paid Derecognition of previously recognised tax losses Decrease in income tax expense due to: Non-assessable income Share of profit of associate Impact of movement in unrecognised temporary differences Utilisation of previously unrecognised tax losses Deductible equity raising costs Income tax expense Recognised deferred tax assets and liabilities Recognised deferred tax assets Tax losses Accruals & provisions Less: Set off of deferred tax liabilities Net deferred tax assets Recognised deferred tax liabilities Property plant and equipment Other Less: Set off of deferred tax assets Net deferred tax liabilities Deferred tax assets not recognised Tax revenue losses Tax capital losses Deductible temporary differences 217 - - 217 481 1,313 2,325 217 4,209 (608) (1,259) (446) (879) (31) 217 638 565 1,203 (1,203) - (627) (602) (1,229) 1,203 (26) 20,028 4,501 16,233 40,762 464 - - 464 2,386 610 3,031 464 3,083 (1,182) (2,298) (1,010) (198) (39) 464 4,847 640 5,487 (5,487) - (5,071) (442) (5,513) 5,487 (26) 17,698 4,506 3,220 25,424 68 | Lucapa Diamond Company Limited | Annual Report 2023 55.. FFiinnaannccee CCoosstt aanndd IInnccoommee Financial Overview Finance cost Finance cost on borrowings Interest expense on lease labilities Unwinding of discount rate on rehabilitation liability Finance income Interest income on bank deposits Net finance cost on financial instruments Accounting policy Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 279 88 167 534 17 17 517 1,864 74 125 2,063 12 12 2,051 Finance income and expenses comprises interest income on funds invested, interest expense on borrowings calculated using the effective interest method and unwinding of discounts on provisions. Interest income is recognised in the statement of profit or loss and other comprehensive income as it accrues, using the effective interest method. All borrowing costs are recognised in the statement of profit or loss and other comprehensive income using the effective interest method. General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Exchange differences arising from foreign currency borrowings used to acquire qualifying assets are regarded as an adjustment to the interest cost and included in the capitalised amount. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 66.. IInnccoommee TTaaxx Financial Overview Current tax expense Current income tax charge Current income tax adjustments relating to prior years Deferred tax expense Relating to origination and reversal of temporary differences Total income tax expense Reconciliation of tax expense and the accounting profit multiplied by Australia’s domestic tax rate Net loss before tax Income tax benefit using the Australian domestic tax rate of 30% Increase in income tax due to tax effect of: Non-deductible expenses Tax rate differential on foreign income Net current year tax losses not recognised Foreign taxes paid Derecognition of previously recognised tax losses Decrease in income tax expense due to: Non-assessable income Share of profit of associate Impact of movement in unrecognised temporary differences Utilisation of previously unrecognised tax losses Deductible equity raising costs Income tax expense Recognised deferred tax assets and liabilities Recognised deferred tax assets Tax losses Accruals & provisions Less: Set off of deferred tax liabilities Net deferred tax assets Recognised deferred tax liabilities Property plant and equipment Other Less: Set off of deferred tax assets Net deferred tax liabilities Deferred tax assets not recognised Tax revenue losses Tax capital losses Deductible temporary differences Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 217 - - 217 464 - - 464 (17,018) (14,610) (5,105) (4,383) 481 1,313 2,325 217 4,209 (608) (1,259) (446) (879) (31) 217 638 565 1,203 (1,203) - (627) (602) (1,229) 1,203 (26) 20,028 4,501 16,233 40,762 2,386 610 3,031 464 3,083 (1,182) (2,298) (1,010) (198) (39) 464 4,847 640 5,487 (5,487) - (5,071) (442) (5,513) 5,487 (26) 17,698 4,506 3,220 25,424 69 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 77.. EEaarrnniinnggss ppeerr SShhaarree Financial Overview Basic loss per share Diluted loss per share Loss used in calculating earnings per share Attributable to members of the Company used in calculating: - basic earnings per share - diluted earnings per share Weighted average number of shares used as the denominator Weighted average number of ordinary shares outstanding during the period used in calculation of: - basic earnings per share - diluted earnings per share Accounting Policy Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 Cents (0.63) (0.60) Cents (0.73) (0.73) US$000 US$000 (9,051) (9,051) (10,302) (10,302) Number Number 1,439,559,875 1,404,558,518 1,497,589,836 1,406,888,388 Basic earnings/ (loss) per share is calculated by dividing the net profit/ (loss) attributable to the ordinary shareholders of the Company by the weighted average number of ordinary shares of the Company during the period. Diluted earnings/ (loss) per share is determined by adjusting the net profit/ (loss) attributable to the ordinary shareholders and the number of shares outstanding for the effects of all dilutive potential shares, which comprise share options. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss IInnccoommee TTaaxx ((ccoonnttiinnuueedd)) Additional information Financial Report For the year ended 31 December 2023 The estimated tax losses above may be available to be offset against taxable income in future years. The availability of these losses is subject to satisfying taxation legislative requirements. The deferred tax asset attributable to tax losses has not been brought to account in these financial statements because the Directors believe it is not presently appropriate to regard realisation of the future income tax benefits as probable. Accounting policy Income tax expense represents the sum of the tax The tax currently payable and deferred tax. currently payable is based on taxable profit/ (loss) for the period. Taxable profit differs from net profit as reported in the statement of profit or loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date for each jurisdiction. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit/ (loss) and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill (or negative goodwill) or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit/ (loss) nor the accounting profit/ (loss). Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the statement of profit or loss and other comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis 70 | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 IInnccoommee TTaaxx ((ccoonnttiinnuueedd)) Additional information The estimated tax losses above may be available to be offset against taxable income in future years. The availability of these losses is subject to satisfying taxation legislative requirements. The deferred tax asset attributable to tax losses has not been brought to account in these financial statements because the Directors believe it is not presently appropriate to regard realisation of the future income tax benefits as probable. Accounting policy Income tax expense represents the sum of the tax recognised if the temporary difference arises from currently payable and deferred tax. The tax goodwill (or negative goodwill) or from the initial currently payable is based on taxable profit/ (loss) recognition (other than in a business combination) for the period. Taxable profit differs from net profit of other assets and liabilities in a transaction that as reported in the statement of profit or loss and affects neither the tax profit/ (loss) nor the other comprehensive income because it excludes accounting profit/ (loss). items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date for each jurisdiction. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit/ (loss) and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the statement of profit or loss and other comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 77.. EEaarrnniinnggss ppeerr SShhaarree Financial Overview Basic loss per share Diluted loss per share Loss used in calculating earnings per share Attributable to members of the Company used in calculating: - basic earnings per share - diluted earnings per share Weighted average number of shares used as the denominator Weighted average number of ordinary shares outstanding during the period used in calculation of: - basic earnings per share - diluted earnings per share Accounting Policy Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 Cents (0.63) (0.60) US$000 Cents (0.73) (0.73) US$000 (9,051) (9,051) (10,302) (10,302) Number Number 1,439,559,875 1,497,589,836 1,404,558,518 1,406,888,388 Basic earnings/ (loss) per share is calculated by dividing the net profit/ (loss) attributable to the ordinary shareholders of the Company by the weighted average number of ordinary shares of the Company during the period. Diluted earnings/ (loss) per share is determined by adjusting the net profit/ (loss) attributable to the ordinary shareholders and the number of shares outstanding for the effects of all dilutive potential shares, which comprise share options. 71 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 88.. FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt Financial Overview Financial Report For the year ended 31 December 2023 Summary of carrying value of financial instruments 31 Dec 2023 31 Dec 2022 Note US$000 8a 8b 8c 8c 8d 8e 8e Financial assets Cash and cash equivalents Trade and other receivables Other current financial assets Non-current financial assets Financial liabilities Trade and other payables Current borrowings Non-current borrowings Summary of amounts recognised in profit or loss Fair value adjustments Gain in respect of the alluvial project receivable Gain on borrowing embedded derivatives Foreign exchange loss On revaluation of intergroup loans On other financial instruments Net finance cost/ (income) on financial instruments 5 1,317 2,466 3,923 699 8,405 8,231 235 - 8,466 1,832 522 2,354 (3,535) (320) (3,855) 517 6,905 2,412 4,000 7,497 20,814 7,881 6,393 33 14,307 2,481 341 2,822 (3,010) (870) (3,880) 2,051 Additional information Financial risk management The Group has exposure to market, credit and liquidity risks from the use of financial instruments. This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this financial report. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed to reflect changes in market conditions 72 and management and the Group’s activities. The Group, through its training and procedures, aims to develop a disciplined and constructive control environment in which all MARKET RISK employees understand their roles and obligations. standards COMMODITY PRICE RISK The Group is focussed on its diamond mining and exploration interests in Africa and Australia. Accordingly, the Group is exposed to the global pricing structures of the diamond market. Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FOREIGN EXCHANGE RISK LIQUIDITY RISK The Group operates internationally and is Liquidity risk is the risk that the Group will not be exposed to foreign exchange risk arising from able to meet its financial obligations as they fall due. various currency exposures, primarily with The Group’s approach to managing liquidity is to respect to the US dollar, Australian dollar, South ensure, as far as possible, that it will always has African rand and Angolan kwanza. Foreign sufficient liquidity to meet its liabilities when due, exchange risk arises from future commercial under both normal and stressed conditions, without transactions, recognised assets and liabilities and incurring unacceptable losses or risking damage to net investments in foreign operations that are not the Group’s reputation. in the individual business unit’s functional currency. The Group manages its foreign exchange risk by monitoring its net exposures, maintaining an appropriate balance between foreign currency assets and liabilities and making use of hedging instruments. The Group does not speculate with the use of hedging instruments and derivatives. The extent of the Group’s exposure to foreign currency risk at balance date is disclosed below for each category of financial CASH FLOW INTEREST RATE RISK instrument. Cash flow interest rate risk, is the risk that a financial instrument’s value will fluctuate as a result of changes in the market interest rates on interest-bearing financial instruments. The Group does not currently use derivatives to mitigate these exposures. The extent of the Group’s exposure to interest rate risk at balance date is disclosed below for each category of CREDIT RISK financial instrument. Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s potential concentration of credit risk mainly relates to amounts advanced to SML (Note 7c). The Group’s short-term cash surpluses are placed with banks that have investment grade ratings. The maximum credit risk exposure relating to the financial assets is represented by their carrying values as at the balance sheet date. Ultimate responsibility for liquidity risk management rests with the Board of Directors. The Group manages liquidity risk by maintaining adequate cash reserves, or from funds raised in the market, or by debt and by continuously monitoring forecast and actual cash flows. The liquidity profile of the Group’s financial liabilities are disclosed in the Capital risk management relevant notes below. The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so as to maintain a strong capital base sufficient to maintain future exploration and development of its projects. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares, raise debt finance or sell assets to reduce debt. The Group’s focus has been to raise sufficient funds through equity and debt finance to fund exploration, mine development, Fair value hierarchy evaluation activities and corporate overhead. Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed below. | Lucapa Diamond Company Limited | Annual Report 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FOREIGN EXCHANGE RISK LIQUIDITY RISK internationally and The Group operates is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Australian dollar, South African rand and Angolan kwanza. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations that are not individual business unit’s functional in the currency. The Group manages foreign exchange risk by monitoring its net exposures, maintaining an appropriate balance between foreign currency assets and liabilities and making use of hedging instruments. The Group does not speculate with the use of hedging instruments and derivatives. The extent of the Group’s exposure to foreign currency risk at balance date is disclosed below for each category of financial CASH FLOW INTEREST RATE RISK instrument. its Cash flow interest rate risk, is the risk that a financial instrument’s value will fluctuate as a result of changes in the market interest rates on instruments. The interest-bearing Group does not currently use derivatives to mitigate these exposures. The extent of the Group’s exposure to interest rate risk at balance date is disclosed below for each category of financial instrument. financial CREDIT RISK Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s potential concentration of credit risk mainly relates to amounts advanced to SML (Note 7c). The Group’s short-term cash surpluses are placed with banks that have investment grade ratings. The maximum credit risk exposure relating to the financial assets is represented by their carrying values as at the balance sheet date. Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. for liquidity responsibility Ultimate risk management rests with the Board of Directors. The Group manages liquidity risk by maintaining adequate cash reserves, or from funds raised in the market, or by debt and by continuously monitoring forecast and actual cash flows. The liquidity profile of the Group’s financial liabilities are disclosed in the Capital risk management relevant notes below. The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so as to maintain a strong capital base sufficient to maintain future exploration and development of its projects. In order to maintain or adjust the capital to structure, shareholders, issue new shares, raise debt finance or sell assets to reduce debt. The Group’s focus has been to raise sufficient funds through equity and debt finance to fund exploration, mine development, Fair value hierarchy evaluation activities and corporate overhead. the Group may return capital Details of the significant accounting policies and methods adopted, for including recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed below. the criteria 73 Financial Report For the year ended 31 December 2023 88.. FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt Financial Overview Summary of carrying value of financial instruments 31 Dec 2023 31 Dec 2022 Note US$000 Net finance cost/ (income) on financial instruments 5 Financial assets Cash and cash equivalents Trade and other receivables Other current financial assets Non-current financial assets Financial liabilities Trade and other payables Current borrowings Non-current borrowings Summary of amounts recognised in profit or loss Fair value adjustments Gain in respect of the alluvial project receivable Gain on borrowing embedded derivatives Foreign exchange loss On revaluation of intergroup loans On other financial instruments Additional information Financial risk management The Group has exposure to market, credit and liquidity risks from the use of financial instruments. This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this financial report. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed to reflect changes in market conditions 8a 8b 8c 8c 8d 8e 8e 1,317 2,466 3,923 699 8,405 8,231 235 - 8,466 1,832 522 2,354 (3,535) (320) (3,855) 517 6,905 2,412 4,000 7,497 20,814 7,881 6,393 33 14,307 2,481 341 2,822 (3,010) (870) (3,880) 2,051 and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all MARKET RISK employees understand their roles and obligations. COMMODITY PRICE RISK The Group is focussed on its diamond mining and exploration interests in Africa and Australia. Accordingly, the Group is exposed to the global pricing structures of the diamond market. Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FINANCIAL ASSETS AT AMORTISED COST Leases The financial assets and liabilities are classified as follows in terms of the fair value hierarchy: - - the SML receivable (Note 7c): level 3 due to the use of unobservable inputs; the Equigold embedded derivative: level 3 due to the use of market based and observable inputs; and liabilities assets other approximate their net fair value, determined Accounting policy in accordance with the accounting policies. Recognition, initial measurement and derecognition financial and - financial Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial is Subsequent measurement of financial assets extinguished, discharged, cancelled or expires. is derecognised when liability it For the purpose of subsequent measurement, financial assets of the Group are classified into either the amortised cost or fair value through profit or loss (“FVPL”) categories. Classifications are determined by both the Group’s business model for managing the financial asset and the contractual cash flow characteristics of the financial assets. All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade is presented within other receivables which expenses. 74 Lease liabilities are recognised at the discounted at the market rate of interest at the Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL): - - they are held with the objective to hold the assets and collect its contractual cash flows; the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. is omitted where After initial recognition, these are measured at amortised cost using the effective interest method. Discounting the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR into this category of financial instruments. LOSS Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVPL. All derivative financial Subsequent measurement of financial liabilities instruments fall into this category. The Group’s financial liabilities include borrowings, trade and other payables and derivative financial initial recognition, instruments. Subsequent to financial liabilities are measured at amortised cost using the effective interest method, except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss. interest-related charges and, if applicable, All changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. Contracts are assessed at inception to determine whether a contract is, or contains, a lease. It is classified as such if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A single recognition and measurement approach is applied for all leases, except for short-term leases, leases of low-value assets and leases to explore for or mine minerals and similar non-regenerative resources. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets are included under Property Plant and Equipment (refer note 9). commencement date of the lease and measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments terminate. The Group uses its incremental borrowing rate at the lease commencement date to calculate the present value of lease payments, if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. Lease liabilities are included in interest-bearing loans and borrowings. Lease payments for short-term leases, leases of low- value assets and leases to explore for or mine minerals as well as variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or Determination of fair values condition that triggers the payment occurs. TRADE AND OTHER RECEIVABLES The fair value of trade and other receivables is estimated as the present value of future cash flows, FINANCIAL LIABILITIES reporting date. Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted Significant accounting judgements, estimates and at the market rate of interest at the reporting date. assumptions FINANCIAL ASSETS reimbursement in US dollars of the Group’s historic alluvial exploration and development costs incurred at Lulo. The recoverable amount of the receivable is reassessed using calculations which incorporate various key assumptions as per above. of penalties for terminating the lease, if the lease The Group’s financial assets include the receivable in term reflects the Group exercising the option to respect of associate, SML, that represents the future | Lucapa Diamond Company Limited | Annual Report 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FINANCIAL ASSETS AT AMORTISED COST Leases The financial assets and liabilities are classified as follows in terms of the fair value hierarchy: - - - the SML receivable (Note 7c): level 3 due to the use of unobservable inputs; the Equigold embedded derivative: level 3 due to the use of market based and observable inputs; and other financial assets and liabilities approximate their net fair value, determined Accounting policy in accordance with the accounting policies. Recognition, initial measurement and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair LOSS value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is Subsequent measurement of financial assets extinguished, discharged, cancelled or expires. For the purpose of subsequent measurement, financial assets of the Group are classified into either the amortised cost or fair value through profit or loss (“FVPL”) categories. Classifications are determined by both the Group’s business model for managing the financial asset and the contractual cash flow characteristics of the financial assets. All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses. Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL): - - they are held with the objective to hold the assets and collect its contractual cash flows; the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR into this category of financial instruments. Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVPL. All derivative financial Subsequent measurement of financial liabilities instruments fall into this category. The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments. Subsequent to initial recognition, financial liabilities are measured at amortised cost using the effective interest method, except for derivatives and financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss. All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income. Contracts are assessed at inception to determine whether a contract is, or contains, a lease. It is classified as such if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A single recognition and measurement approach is applied for all leases, except for short-term leases, leases of low-value assets and leases to explore for or mine minerals and similar non-regenerative resources. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. Right-of-use assets are included under Property Plant and Equipment (refer note 9). at are liabilities recognised Lease the commencement date of the lease and measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. The Group uses its incremental borrowing rate at the lease commencement date to calculate the present value of lease payments, if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, is the carrying amount of remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease liabilities lease payments) or a change in the assessment of an option to purchase the underlying asset. Lease liabilities are included in interest-bearing loans and borrowings. Lease payments for short-term leases, leases of low- value assets and leases to explore for or mine minerals as well as variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or Determination of fair values condition that triggers the payment occurs. TRADE AND OTHER RECEIVABLES The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the FINANCIAL LIABILITIES reporting date. Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted Significant accounting judgements, estimates and at the market rate of interest at the reporting date. assumptions FINANCIAL ASSETS The Group’s financial assets include the receivable in respect of associate, SML, that represents the future reimbursement in US dollars of the Group’s historic alluvial exploration and development costs incurred at Lulo. The recoverable amount of the receivable is reassessed using calculations which incorporate various key assumptions as per above. 75 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) 88aa.. CCaasshh aanndd CCaasshh EEqquuiivvaalleennttss Financial Overview Balances on hand Bank balances Foreign exchange risk Cash balances exposed to foreign currency risk, based on notional amounts Interest rate risk Cash balances held at variable interest rates Average rate for 2023: 2.1% (2022: 1.5%) Additional Information Foreign exchange sensitivity analysis 31 Dec 2023 31 Dec 2022 US$000 1,317 1,317 103 1,317 6,905 6,905 325 6,905 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 88bb.. TTrraaddee aanndd OOtthheerr RReecceeiivvaabblleess Financial Overview Receivable balances exposed to foreign currency risk, based on Current GST/ VAT receivable Prepayments and other receivables Foreign exchange risk notional amounts Interest rate risk Non-interest bearing balances Additional Information Foreign exchange sensitivity analysis Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 1,307 1,159 2,466 229 2,466 1,289 1,123 2,412 264 2,412 A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. A change of 10 percentage points in foreign exchange rates at the reporting date would have an estimated impact of US$0.01 million (2022: US$0.03 million) before tax on the statement of profit of loss and other comprehensive income. There would be no effect on the equity reserves other than those directly related to the statement of profit of loss and other comprehensive income. The analysis is performed on the same basis as for the prior period. A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. A change of 10 percentage points in foreign exchange rates at the reporting date would have an estimated impact of US$0.02 million (2022: US$0.02million) before tax on the statement of profit of loss and other comprehensive income. There would be no effect on the equity reserves other than those directly related to the statement of profit of loss and other comprehensive income. The analysis is performed on the same basis as for the prior Credit risk period. Directors’ Report. The Group is not exposed to any significant credit risk. The VAT receivable is expected to be fully recoverable despite the uncertainty in respect of the repeal of the VAT bill by the Lesotho government mentioned in the 76 | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 1,317 1,317 103 1,317 6,905 6,905 325 6,905 88aa.. CCaasshh aanndd CCaasshh EEqquuiivvaalleennttss Financial Overview Balances on hand Bank balances Foreign exchange risk Interest rate risk Cash balances held at variable interest rates Average rate for 2023: 2.1% (2022: 1.5%) Additional Information Foreign exchange sensitivity analysis Cash balances exposed to foreign currency risk, based on notional amounts A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. A change of 10 percentage points in foreign exchange rates at the reporting date would have an estimated impact of US$0.01 million (2022: US$0.03 million) before tax on the statement of profit of loss and other comprehensive income. There would be no effect on the equity reserves other than those directly related to the statement of profit of loss and other comprehensive income. The analysis is performed on the same basis as for the prior period. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) 88bb.. TTrraaddee aanndd OOtthheerr RReecceeiivvaabblleess Financial Overview Current GST/ VAT receivable Prepayments and other receivables Foreign exchange risk Receivable balances exposed to foreign currency risk, based on notional amounts Interest rate risk Non-interest bearing balances Additional Information Foreign exchange sensitivity analysis 31 Dec 2023 31 Dec 2022 US$000 1,307 1,159 2,466 229 2,466 1,289 1,123 2,412 264 2,412 A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. A change of 10 percentage points in foreign exchange rates at the reporting date would have an estimated impact of US$0.02 million (2022: US$0.02million) before tax on the statement of profit of loss and other comprehensive income. There would be no effect on the equity reserves other than those directly related to the statement of profit of loss and other comprehensive income. The analysis is performed on the same basis as for the prior Credit risk period. The Group is not exposed to any significant credit risk. The VAT receivable is expected to be fully recoverable despite the uncertainty in respect of the repeal of the VAT bill by the Lesotho government mentioned in the Directors’ Report. 77 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 88dd.. TTrraaddee aanndd OOtthheerr PPaayyaabblleess Financial Overview Trade payables Short-term advance Employee related accruals Accruals and other payables Total notional amounts Interest rate risk Liquidity risk Contractual maturities profile Payable within one year Additional Information Foreign exchange risk Payable balances exposed to foreign currency risk, based on Non-interest bearing balances 8,231 7,881 Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 1,275 2,213 1,875 2,868 8,231 1,664 2,685 1,471 2,061 7,881 1,493 1,515 8,231 7,881 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) 88cc.. FFiinnaanncciiaall AAsssseettss Financial Overview Non-current financial assets Receivable in respect of SML At 1 January Investment during the period Repayment received Transferred to Deferred exploration and evaluation costs for Kimberlite JV Fair value adjustment due to discounting At end of period Less: Current portion of receivable Non-current receivable Security deposit for environmental rehabilitation in respect of Merlin Total non-current financial assets Current financial assets Receivable in respect of SML Current portion of receivable Foreign exchange risk 31 Dec 2023 31 Dec 2022 US$000 12,643 565 (5,781) (3,504) 3,923 - 3,923 (3,923) - 699 699 26,366 1,038 (12,218) (2,543) 12,643 (1,831) 10,812 (4,000) 6,812 685 7,497 3,923 4,000 Receivables exposure to foreign currency risk, based on notional amounts: - - Interest rate risk Non-interest bearing balances Additional information 3,923 11,497 The receivable in respect of SML was transferred from Alluvial development in 2016 and represents the future reimbursement in US dollars of the Company’s historic alluvial exploration and development costs incurred at Lulo. The receivable is classified as a current asset in the current year. In 2022 it was re-measured to its estimated fair value using the income approach, which is a valuation technique that converts future cash flow into a single discounted present value and is classified as level 3 in the fair value hierarchy due to the use of unobservable inputs. Significant unobservable inputs are the timing and amounts of future repayments which are based on the expected cash flows per the Company’s forecast model for SML. Sensitivity factors which could impact the valuation include operational recoveries, prices and delays in the timing of repayments which will decrease the fair value estimate. A discount rate of 16.39% was applied in 2022 in the fair value calculation. The short-term advance relates to monies advanced to Mothae in terms of the minimum cash price of US$630/ carat contained in the partnership agreement with Safdico International Limited. The advance is non-interest bearing and repayable from future sales, polished partnership profits, in cash by 31 December 2022, or as otherwise agreed. These repayment terms are currently being revised with a view to extending the partnership Foreign exchange sensitivity analysis agreement (subject to approval from the GoL). A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. A change of 10 percentage points in foreign exchange rates at the reporting date would have an estimated impact of US$0.1 million (2022: US$0.2 million) before tax on the statement of profit of loss and other comprehensive income. There would be no effect on the equity reserves other than those directly related to the statement of profit of loss and other comprehensive income. The analysis is performed on the same basis as for the prior period. 78 | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 26,366 1,038 (12,218) (2,543) 12,643 (1,831) 10,812 (4,000) 6,812 685 7,497 12,643 565 (5,781) (3,504) 3,923 3,923 (3,923) 699 699 - - - 3,923 4,000 3,923 11,497 88cc.. FFiinnaanncciiaall AAsssseettss Financial Overview Non-current financial assets Receivable in respect of SML At 1January Investment during the period Repayment received Total non-current financial assets Current financial assets Receivable in respect of SML Current portion of receivable Foreign exchange risk Interest rate risk Non-interest bearing balances Additional information Transferred to Deferred exploration and evaluation costs for Kimberlite JV Fair value adjustment due to discounting At end of period Less: Current portion of receivable Non-current receivable Security deposit for environmental rehabilitation in respect of Merlin NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) 88dd.. TTrraaddee aanndd OOtthheerr PPaayyaabblleess Financial Overview Trade payables Short-term advance Employee related accruals Accruals and other payables Total Foreign exchange risk Payable balances exposed to foreign currency risk, based on notional amounts Interest rate risk Non-interest bearing balances Liquidity risk Contractual maturities profile Payable within one year 31 Dec 2023 31 Dec 2022 US$000 1,275 2,213 1,875 2,868 8,231 1,664 2,685 1,471 2,061 7,881 1,493 1,515 8,231 7,881 8,231 7,881 Receivables exposure to foreign currency risk, based on notional amounts: - Additional Information The receivable in respect of SML was transferred from Alluvial development in 2016 and represents the future reimbursement in US dollars of the Company’s historic alluvial exploration and development costs incurred at Lulo. The receivable is classified as a current asset in the current year. In 2022 it was re-measured to its estimated fair value using the income approach, which is a valuation technique that converts future cash flow into a single discounted present value and is classified as level 3 in the fair value hierarchy due to the use of unobservable inputs. Significant unobservable inputs are the timing and amounts of future repayments which are based on the expected cash flows per the Company’s forecast model for SML. Sensitivity factors which could impact the valuation include operational recoveries, prices and delays in the timing of repayments which will decrease the fair value estimate. A discount rate of 16.39% was applied in 2022 in the fair value calculation. The short-term advance relates to monies advanced to Mothae in terms of the minimum cash price of US$630/ carat contained in the partnership agreement with Safdico International Limited. The advance is non-interest bearing and repayable from future sales, polished partnership profits, in cash by 31 December 2022, or as otherwise agreed. These repayment terms are currently being revised with a view to extending the partnership Foreign exchange sensitivity analysis agreement (subject to approval from the GoL). A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. A change of 10 percentage points in foreign exchange rates at the reporting date would have an estimated impact of US$0.1 million (2022: US$0.2 million) before tax on the statement of profit of loss and other comprehensive income. There would be no effect on the equity reserves other than those directly related to the statement of profit of loss and other comprehensive income. The analysis is performed on the same basis as for the prior period. 79 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) 88ee.. BBoorrrroowwiinnggss Financial Overview Current borrowings Lease liabilities Other short-term loans Current loans - Embedded derivatives Total Non-current borrowings Lease liabilities Other non-current loans Other non-current loans - Embedded derivatives Total Foreign exchange risk Borrowings exposed to foreign currency risk, based on notional amounts Interest rate risk Balances at variable interest rates Average rate for 2023: 15.9% (2022: 15.7%) Refer interest rate sensitivity analysis below Balances at fixed interest rates Average rate for 2023: 9.8% (2022: 9.8% ) Liquidity risk Contractual maturities profile, including estimated interest payments and excluding the impact of netting agreements Borrowings Payable within one year Payable after one year but less than five years Payable after more than five years Leases Payable within one year Payable after one year but less than five years Payable after more than five years Other disclosures in respect of leases Cash outflow Low value lease expense Expense relating to variable lease payments not included in the measurement of lease liabilities Non-cash financing recognised 80 31 Dec 2023 31 Dec 2022 US$000 235 - - 235 - - - - - - 70 5,801 522 6,393 33 - - 33 - 2,066 235 3,838 - - - 240 - - 1,726 168 5,170 - 7,557 - - 82 34 - 1,390 32 - - NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Borrowings - additional Information Terms and conditions LEASE LIABILITIES The lease liabilities consist of the amounts due in respect of the following: • • Mining equipment and plant at Mothae, leased on a monthly basis until May 2024; and Various lease contracts for office space, office and other equipment used in its operations. Lease terms vary between 1 and 3 years. Generally, the Group’s obligations under its leases are secured by the lessor’s title to the leased assets. Certain lease contracts include extension and termination options. OTHER LOANS The prior year loan amounts reflect the balances due to Equigold and IDC. Both loans were settled during the Cash flow sensitivity analysis for variable rate instruments current period and the related security has been expunged. A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in interest rates, with all other variables held constant through the impact on floating rate interest rates. A change of 100 basis points in interest rates at the reporting date would have an estimated impact of US$0.01 million (2022: US$0.2 million) before tax on the statement of profit of loss and other comprehensive income. There would be no effect on the equity reserves other than those directly related to the statement of profit of Foreign exchange sensitivity analysis loss and other comprehensive income. The analysis is performed on the same basis as for the prior period. A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. A change of 10 percentage points in foreign comprehensive exchange rates at the reporting date would have an estimated impact of US$0.0 million (2022: US$0.0 million) before tax on the statement of profit of loss and other income. There would be no effect on the equity reserves other than those directly related to the statement of profit of loss and other comprehensive income. The analysis is performed on the same basis as for the prior period. | Lucapa Diamond Company Limited | Annual Report 2023 88ee.. BBoorrrroowwiinnggss Financial Overview Current borrowings Lease liabilities Other short-term loans Total Non-current borrowings Lease liabilities Other non-current loans Total Foreign exchange risk Interest rate risk Current loans - Embedded derivatives Other non-current loans - Embedded derivatives Borrowings exposed to foreign currency risk, based on notional amounts Balances at variable interest rates Average rate for 2023: 15.9% (2022: 15.7%) Refer interest rate sensitivity analysis below Balances at fixed interest rates Average rate for 2023: 9.8% (2022: 9.8% ) Liquidity risk Contractual maturities profile, including estimated interest payments and excluding the impact of netting agreements Borrowings Payable within one year Payable after one year but less than five years Payable after more than five years Leases Payable within one year Payable after one year but less than five years Payable after more than five years Other disclosures in respect of leases Cash outflow Low value lease expense measurement of lease liabilities Non-cash financing recognised Expense relating to variable lease payments not included in the Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 235 3,838 235 235 - - - - - - - - - - - - - - 240 1,726 168 5,170 70 5,801 522 6,393 33 33 - - - 2,066 7,557 82 34 - 1,390 32 - - - - NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) FFiinnaanncciiaall IInnssttrruummeennttss aanndd FFiinnaanncciiaall RRiisskk MMaannaaggeemmeenntt ((ccoonnttiinnuueedd)) Borrowings - additional Information Terms and conditions LEASE LIABILITIES • The lease liabilities consist of the amounts due in respect of the following: • Mining equipment and plant at Mothae, leased on a monthly basis until May 2024; and Various lease contracts for office space, office and other equipment used in its operations. Lease terms vary between 1 and 3 years. Generally, the Group’s obligations under its leases are secured by the lessor’s title to the leased assets. Certain lease contracts include extension and termination options. OTHER LOANS The prior year loan amounts reflect the balances due to Equigold and IDC. Both loans were settled during the Cash flow sensitivity analysis for variable rate instruments current period and the related security has been expunged. A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in interest rates, with all other variables held constant through the impact on floating rate interest rates. A change of 100 basis points in interest rates at the reporting date would have an estimated impact of US$0.01 million (2022: US$0.2 million) before tax on the statement of profit of loss and other comprehensive income. There would be no effect on the equity reserves other than those directly related to the statement of profit of Foreign exchange sensitivity analysis loss and other comprehensive income. The analysis is performed on the same basis as for the prior period. A sensitivity analysis has been prepared to demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant. A change of 10 percentage points in foreign exchange rates at the reporting date would have an estimated impact of US$0.0 million (2022: US$0.0 million) before tax on the statement of profit of loss and other income. There would be no effect on the equity reserves other than those directly related to the statement of profit of loss and other comprehensive income. The analysis is performed on the same basis as for the prior period. comprehensive 81 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 99.. IInnvveennttoorriieess Financial Overview Diamond inventory Consumables and other inventory Additional Information Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 922 1,429 2,351 1,000 1,359 2,359 During the year, US$6.8 million (2022: US$10.2 million) was recognised as an expense under cost of sales for inventories carried at net realisable value. Accounting policy Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the the inventories, production or first-in first-out principle, and includes expenditure incurred in conversion costs and other costs incurred in bringing them to their existing location and condition. acquiring Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. 82 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; | Lucapa Diamond Company Limited | Annual Report 2023 99.. IInnvveennttoorriieess Financial Overview Diamond inventory Consumables and other inventory Additional Information Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 922 1,429 2,351 1,000 1,359 2,359 During the year, US$6.8 million (2022: US$10.2 million) was recognised as an expense under cost of sales for inventories carried at net realisable value. Accounting policy Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. acquiring Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 2023 Group Highlights • Financial Report For the year ended 31 December 2023 2023 Group highlights include: t r o p e R l a i c n a n F i • • • • • • • • • • • • • • • • i i - - - ) 2 ( 6 5 1 0 6 1 6 4 1 9 2 7 5 5 8 4 8 2 ) 4 3 ( ) 6 5 ( ) 9 5 ( ) 7 1 1 ( ) 2 2 1 ( ) 2 3 2 ( ) 7 4 3 ( r o F ) 5 0 2 ( 1 5 6 1, l a t o T 2 3 1 , 3 ) 3 0 4 ( 2 6 9 1, 5 4 9 1, 4 8 6 , 3 2 8 8 , 9 7 5 3 , 0 1 ) 3 1 9 , 2 ( 8 9 2 1, 8 s t e s s a s t e s s a s t e s s a 9 3 3 , 8 8 ) 5 7 8 , 3 ( ) 0 4 3 , 2 ( ) 6 0 3 , 4 ( y t i v i t c a g n p p i r t S e s u - f o - t h g R revenue: 3 2 0 Full Year Group production guidance 2 r e achieved; b m e Rough diamond revenue: US$102.2 million c e D (A$154.3 million) on a 100% basis at an r e 1 h 3 t O average price of US$2,458 per carat; d e d n EBITDA: US$23.4 million (A$36.3 million) on e r a 100% basis; e y e Attributable Rough diamond h t US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; Group is debt free after expunging interest- bearing debt in Q3; Mothae set new records for tonnes mined and processed; t Lulo Kimberlite Exploration program n e m p diamondiferous 15 discovered o e v kimberlite; e d Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study option; and Nick Selby appointed CEO and MD. ss tt nn ee mm ee tt aa tt SS g n n o s s m t n e m p u q e n o i t a u a v e d n a t n a P d e r r e f e D 0 0 0 $ S U 8 0 8 0 3 its m o c e D ) 9 3 0 1, ( s t e s s a 5 6 5 8 1 4 6 2 7 2 2 9 1 8 2 7 8 2 9 1 7 2 7 1, 3 ) 0 8 1 1, ( ) 7 5 2 1, ( 1 2 2 4 5 5 6 3 7 0 3 1, 5 3 7 4 ) 6 6 4 ( e n M 6 1 5 3 ) 8 1 4 ( ) 2 7 2 ( ) 6 4 1 ( ) 6 6 ( ) 8 5 ( 8 5 4 4 2 6 9 4 7 1) 1 ( 9 5 th ll 5 - - - - - - - , , , , l l l i i l i i i , , , , , d n a n o i t a r o p x e aa ii cc nn aa nn FF dd ee tt aa dd tt nn ee mm pp uu qq EE dd nn aa tt nn aa ii In 2023, Lucapa continued to achieve the growth objectives against its goals: • ii ll ii ll 2 2 0 2 y r a u n a J 1 w e i v r e v O oo ss nn oo CC ee hh tt oo tt Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to s t n the previous year due to the recent e m e PP v investment in new plant and fleet; o m yy tt y Mothae set new records for tonnes mined rr c n ee e pp r r (up 23% yoy) and processed (up 22% yoy) u a s oo c i a n c rr s g PP n o following the improvements made e p a r s o n Di F 00 processing plant in 2022; F 11 The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; 2 2 0 2 r e b m e c e D 1 3 t a e c n a l a B s t n e m e v o m y c n e r r u c n g e r o F ss ee tt oo NN t a e c n a a B s a s o p s Di i t i d d A i t i d d A to t s o C s n o s n o .. i l l i l i l - • • ) 2 ( ) 3 1 ( 6 3 1 3 3 7 2 5 3 ) 5 7 ( 4 4 3 1 9 3 ) 7 6 ( 2 7 1 , 5 ) 2 7 6 ( ) 2 4 2 ( 2 1 2 1, ) 5 6 8 ( 1 3 8 1, 6 6 8 , 5 0 1 1 , 3 6 0 7 3 , 3 1 2 1 7 , 9 3 3 6 8 1, 5 8 0 6 , 0 1 9 2 2 , 5 2 ) 8 8 8 , 3 ( The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. ) 5 7 8 , 3 ( 7 3 0 , 3 7 5 0 1, ) 9 2 2 ( ) 3 2 2 ( 2 4 1 1, ) 0 7 1 ( 5 1 5 1, 4 4 6 2 2 3 ) 8 1 ( 3 3 5 7 1 6 0 9 1 ) 7 1 ( 6 3 1 9 7 1 5 9 3 2 • • 2 3 - - - - , , , , , , , - - - - 5 2 ) 6 ( ) 9 ( 1) 1 ( 6 2 1 3 3 1 1 0 1 5 7 2 1 6 5 4 7 1 1, ) 2 2 2 ( ) 7 6 2 ( 5 4 9 1, 9 5 3 3 9 7 2 3 3 3 0 2 0 2 4 2 1 6 8 2 5 1 4 5 4 7 1 ) 6 6 5 2 ( Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. 7 8 6 9 2 6 0 9 3 3 6 4 8 3 1 6 0 2 5 1 2 0 6 5 1 5 5 5 6 1 0 5 0 1, 1 0 4 0 2 6 9 8 1, 4 2 1 2 4 2 3 1, ) 6 0 1 ( 4 1 4 1, ) 4 4 1 ( ) 9 2 1 ( ) 4 8 ( 4 5 1 - - - - - - - , , , , , , , , From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. r a e y e h t r a e y e h t r o f e g r a h c n o r o f e g r a h c n o i i i t a c e r p e d i t a c e r p e d The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the 2 2 importation of Russian diamonds and diamond 0 2 r e jewellery from the beginning of 2024. The sanctions b m e are designed to curb Russia’s ability to continue to c i r e t r i D a o p 1 m m finance the invasion of Ukraine. 3 A s t n e m e v o m y c n e r r u c n g e r o F s t n e m e v o m y c n e r r u c n g e r o F 3 2 0 2 r e b m e c e D 1 3 t s a s o p s Di s a s o p s Di i t r o m A r i a p m t n e m t n e m i t a s i t a s / n o / n o 3 2 0 2 r e b m e c e D 1 3 t a e c n a l a B 2 2 0 2 r e b m e c e D 1 3 t a e c n a l a B s t n u o m a g n i y r r a c t e N A A I t I l i l i 5 7 5 1, 9 7 6 9 1, 6 7 6 0 8 0 1, 3 6 3 , 0 1 1 0 9 4 9 2 , 2 0 6 1 6 3 8 8 3 2 2 1 4 , 8 4 8 2 , - 3 1 8 0 2 , 1 0 4 0 3 , 2 0 8 5 3 , 3 2 0 2 r e b m e c e D 1 3 t a e c n a l a B n o i t a ci e r p e d d e t a l u m u c c A 2 2 0 2 y r a u n a J 1 t a e c n a a B l 83 Lucapa Diamond Company Limited | Annual Report 2023 | Financial Report For the year ended 31 December 2023 they are derived from valuation techniques that include inputs that are not based on observable Accounting policy market data. Recognition and measurement Items of property plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. that includes expenditure Cost is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. When parts of an item of property plant and equipment have different useful lives, they are accounted for as separate items (major components) of property plant and equipment. Gains and losses on disposal of an item of property plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property plant and equipment and are recognised net within “other in the statement of profit or loss and other comprehensive Subsequent costs income. income” The cost of replacing part of an item of property plant and equipment is recognised in the carrying amount of an item if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other costs are recognised in the statement of profit or loss and income as an expense other comprehensive incurred. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) Additional Information Deferred exploration and evaluation costs Deferred exploration and evaluation costs represent the cumulative expenditure incurred in relation to the Lulo Kimberlite Project, Mothae, Orapa Area F and Brooking projects on diamond exploration and evaluation including plant and equipment. The Company continues to explore for the primary kimberlite sources of the alluvial diamonds being recovered on the Lulo concession, evaluate the neck and other areas of the Mothae kimberlite resource, explore for kimberlite in Botswana and for lamproite in Australia. The Group has a 39% interest in the Project Lulo Kimberlite Venture (“the JV”), an unincorporated entity classified as a joint operation that operates under the terms of a Mineral Investment Contract entered into between the partners. Accordingly, the Group’s interest in the assets, liabilities, revenues and expenses attributable to the JV have been included in the appropriate line items in the statements. Deferred consolidated exploration and evaluation costs of US$31.4 million (31 December 2022: US$27.4 million) in the schedule above are related to the JV. financial Other assets assets comprise furniture & computer vehicles, fittings and office Other equipment, equipment. Impairment testing The Group recognised an impairment charge in the current year in respect of Mothae as per the Directors’ Report (refer page 39). The following key assumption averages were used in the value-in-use model for impairment testing: • Ore volume treated: 1.4 Mtpa (2022: 1.4 US$/ carat sold: 823 (2022: 1,351); Discount rate: 10% (2022: 10%); ZAR/ US$ exchange rate: 18.8 (2022: 17.0). The first three assumptions are considered to be level three fair value measurements in both years as 84 • Mtpa); • • NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) Depreciation Depreciation is recognised in the statement of profit or loss and other comprehensive income on a reducing balance basis over the estimated useful lives of each part of an item of property plant and equipment. The estimated useful lives in the current and comparative periods are as follows: Computer equipment: 3-5 years Office equipment : 5-10 years Mine development: Lesser of life of mine or period of lease Mine infrastructure and plant facilities: Based on resources on a unit of production basis Depreciation methods, useful lives and residual Mine development values are reviewed at each reporting date. • • • • Once a mining project has been established as commercially viable and technically feasible, expenditure other than that on land, buildings, plant and equipment is capitalised as Mine development. Development includes previously capitalised exploration and evaluation costs, pre-production development costs, certain mining assets, development studies and other subsurface expenditure pertaining to that area of interest. On Financial Report For the year ended 31 December 2023 recoverable reserves. Exploration assets that are not available for use are not amortised. Exploration and evaluation assets are initially measured at cost and include acquisition of mining tenements, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation of assets used in exploration activities. General and administrative costs are only included in the measurement of exploration costs where they are related directly to operational activities in a particular area of interest. Deferred exploration and evaluation costs in relation to an abandoned area are written off in full against profit or loss in the period in which the decision to abandon that area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that Stripping activity assets area of interest. Costs associated with removal of waste overburden are classified as stripping costs. Stripping activities that are undertaken during the production phase of a surface mine may create two benefits, being either the production of inventory or improved access to the ore to be mined in the future. completion, development cost is depreciated as per Where the benefits are realised in the form of above. If, after having commenced the development inventory produced in the period, the production activity, a judgement is made that a development stripping costs are accounted for as part of the cost asset is impaired, the appropriate amount is written of producing those inventories. Where production Deferred exploration and evaluation off to profit and loss. Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that the right to tenure of each identifiable area of interest are current, and either the costs are expected to be recouped through successful development of the area, or activities in the area stripping costs are incurred and where the benefit is the creation of mining flexibility and improved access to ore to be mined in the future, the costs are recognised as a non-current asset, referred to as a ‘stripping activity asset’ and included as a separate category of Property plant and equipment, if: future economic benefits (being improved access to the orebody) are probable; the component of the orebody for which access • • have not yet reached a stage that permits reasonable will be improved can be accurately identified; assessment of the existence of economically and | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) Additional Information Deferred exploration and evaluation costs Deferred exploration and evaluation costs represent the cumulative expenditure incurred in relation to the Lulo Kimberlite Project, Mothae, Orapa Area F and Brooking projects on diamond exploration and evaluation including plant and equipment. The Company continues to explore for the primary they are derived from valuation techniques that include inputs that are not based on observable Accounting policy market data. Recognition and measurement Items of property plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. kimberlite sources of the alluvial diamonds being Cost includes expenditure that is directly recovered on the Lulo concession, evaluate the neck attributable to the acquisition of the asset. The cost and other areas of the Mothae kimberlite resource, of self-constructed assets includes the cost of explore for kimberlite in Botswana and for lamproite materials and direct labour, any other costs directly in Australia. The Group has a 39% interest in the Project Lulo Kimberlite Venture (“the JV”), an unincorporated entity classified as a joint operation that operates attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. under the terms of a Mineral Investment Contract When parts of an item of property plant and entered into between the partners. Accordingly, the equipment have different useful lives, they are Group’s interest in the assets, liabilities, revenues accounted for as separate items (major components) and expenses attributable to the JV have been of property plant and equipment. included in the appropriate line items in the consolidated financial statements. Deferred exploration and evaluation costs of US$31.4 million (31 December 2022: US$27.4 million) in the schedule above are related to the JV. Other assets comprise vehicles, computer equipment, furniture & fittings and office Other assets equipment. Impairment testing The Group recognised an impairment charge in the current year in respect of Mothae as per the Directors’ Report (refer page 6). The following key assumption averages were used in the value-in-use model for impairment testing: Ore volume treated: 1.4 Mtpa (2022: 1.4 US$/ carat sold: 823 (2022: 1,351); Discount rate: 10% (2022: 10%); ZAR/ US$ exchange rate: 18.8 (2022: 17.0). The first three assumptions are considered to be level three fair value measurements in both years as • • • Mtpa); • Gains and losses on disposal of an item of property plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property plant and equipment and are recognised net within “other income” in the statement of profit or loss and other comprehensive Subsequent costs income. The cost of replacing part of an item of property plant and equipment is recognised in the carrying amount of an item if it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other costs are recognised in the statement of profit or loss and other comprehensive income as an expense incurred. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) Depreciation Financial Report For the year ended 31 December 2023 Depreciation is recognised in the statement of profit or loss and other comprehensive income on a reducing balance basis over the estimated useful lives of each part of an item of property plant and equipment. The estimated useful lives in the current and • comparative periods are as follows: • • Computer equipment: 3-5 years Office equipment : 5-10 years Mine development: Lesser of life of mine or period of lease Mine infrastructure and plant facilities: Based on resources on a unit of production basis • Depreciation methods, useful lives and residual Mine development values are reviewed at each reporting date. technically includes previously Once a mining project has been established as commercially viable and feasible, expenditure other than that on land, buildings, plant and equipment is capitalised as Mine development. Development capitalised exploration and evaluation costs, pre-production assets, development development subsurface expenditure pertaining to that area of interest. On completion, development cost is depreciated as per above. If, after having commenced the development activity, a judgement is made that a development asset is impaired, the appropriate amount is written Deferred exploration and evaluation off to profit and loss. certain mining and other costs, studies Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that the right to tenure of each identifiable area of interest are current, and either the costs are expected through successful development of the area, or activities in the area have not yet reached a stage that permits reasonable the existence of economically assessment of to be recouped recoverable reserves. Exploration assets that are not available for use are not amortised. Exploration and evaluation assets are initially measured at cost and include acquisition of mining tenements, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation of assets used in exploration activities. General and administrative costs are only included in the measurement of exploration costs where they are related directly to operational activities in a particular area of interest. Deferred exploration and evaluation costs in relation to an abandoned area are written off in full against profit or loss in the period in which the decision to abandon that area is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that Stripping activity assets area of interest. Costs associated with removal of waste overburden are classified as stripping costs. Stripping activities that are undertaken during the production phase of a surface mine may create two benefits, being either the production of inventory or improved access to the ore to be mined in the future. Where the benefits are realised in the form of inventory produced in the period, the production stripping costs are accounted for as part of the cost of producing those inventories. Where production stripping costs are incurred and where the benefit is the creation of mining flexibility and improved access to ore to be mined in the future, the costs are recognised as a non-current asset, referred to as a ‘stripping activity asset’ and included as a separate • category of Property plant and equipment, if: • future economic benefits (being access to the orebody) are probable; the component of the orebody for which access will be improved can be accurately identified; and improved 85 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) • Financial Report For the year ended 31 December 2023 the costs associated with the improved access can be reliably measured. If all the criteria are not met, the production stripping costs are charged to the statement of profit or loss as operating costs. The stripping activity asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an allocation of directly attributable overhead costs. If incidental operations are occurring at the same time as the production stripping activity, but are not necessary for the production stripping activity to continue as planned, these costs are not included in the cost of the stripping activity asset. If the costs of the stripping activity asset and the inventory produced are not separately identifiable, a relevant production measure is used to allocate the production stripping costs between the inventory produced and the stripping activity asset. is subsequently The stripping activity asset amortised over the expected useful life of the identified component of the orebody that became more accessible as a result of the stripping activity. The expected average stripping ratio over the average life of the area being mined is used to amortise the stripping activity. As a result, the stripping activity asset is carried at cost less amortisation and any impairment losses. The average life of area cost per tonne is calculated as the total expected costs to be incurred to mine the orebody divided by the number of tonnes expected to be mined. The average life of area stripping ratio and the average life of area cost per tonne are recalculated annually light of additional in knowledge and changes in estimates. Changes in the stripping ratio are accounted for prospectively as a Right-of-use assets change in estimate. impairment measured at cost, less any accumulated depreciation losses, and adjusted for any and remeasurement of lease liabilities. The cost of right- of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated Joint operations useful lives of the assets. A joint arrangement in which the Group has direct rights to underlying assets and obligations for underlying liabilities is classified as a joint operation. Interests in joint operations are accounted for by recognising the Group’s assets (including its share of any assets held jointly); its liabilities (including its share of any liabilities incurred jointly); its revenue from the sale of its share of the output arising from the joint operation; its share of the revenue from the sale of the output by the joint operation; and its expenses (including its share of any expenses Significant accounting judgements, estimates and incurred jointly). assumptions ASSET USEFUL LIVES AND RESIDUAL VALUES Property, plant and equipment are depreciated over its useful life taking into account residual values where appropriate. The actual useful lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re– assessing asset useful factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. lives, assets the are Right-of-use commencement date of a lease (i.e., the date the underlying asset is available for use) and are recognised at 86 Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) VALUATION OF MINERAL PROPERTIES the company’s reported financial position and The Group carries the acquisition of its mineral results, in the following way: properties at cost less any provision for impairment. The carrying value of exploration and evaluation The Group undertakes a periodic review of the assets, mine properties, property plant and carrying values of mineral properties and whenever equipment, and goodwill may be affected due to events or changes in circumstances indicate that changes in estimated future cash flows; their carrying values may exceed their fair value. In Depreciation and amortisation charges in the undertaking this review, management of the Group statement of profit or loss and other is required to make significant estimates. These estimates are subject to various risks and comprehensive income may change where such charges are determined using the unit of uncertainties, which may ultimately have an effect production method, or where the useful life of • • • • • the related assets change; Capitalised stripping costs recognised in the statement of financial position, as either part of mine properties or inventory or charged to profit or loss, may change due to changes in stripping ratios; Provisions for rehabilitation and environmental provisions may change where reserve estimate changes affect expectations about when such activities will occur and the associated cost of these activities; The recognition and carrying value of deferred income tax assets may change due to changes in the judgements regarding the existence of such assets and in estimates of the likely recovery of such assets. * The term “production target” is defined to mean a projection or forecast of the amount of mineral to be extracted from a particular mining tenement or tenements for a period that extends past the current year and the forthcoming year. on the expected recoverability of the carrying values EXPLORATION AND EVALUATION ASSETS of the mineral properties and related expenditures. The Group assesses the carrying value of exploration and evaluation assets in accordance with the accounting policy noted above. The basis of determining the carrying value involves numerous estimates and judgements resulting from the assessment of ongoing exploration activities, as per DEVELOPMENT the accounting policy note. Development activities commence after commercial viability and technical feasibility of the project is established. Judgement is applied in determining when a project is commercially viable and technically feasible. In exercising this judgement, management is required to make certain estimates and assumptions, with inherent uncertainty, as to MINERAL RESOURCE, ORE RESERVES AND PRODUCTION the future events. TARGET* ESTIMATES Ore reserves and production target estimates are estimates of the amount of ore that can be economically and legally extracted from the mineral resources of the Group’s mining properties. An ore reserve is the economically mineable part of a measured and/ or indicated resource. A production target may include lower confidence inferred resources under certain circumstances and if there are reasonable grounds to do so. Such production target estimates and changes to them may impact | Lucapa Diamond Company Limited | Annual Report 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) • NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) VALUATION OF MINERAL PROPERTIES Financial Report For the year ended 31 December 2023 The Group carries the acquisition of its mineral properties at cost less any provision for impairment. The Group undertakes a periodic review of the carrying values of mineral properties and whenever events or changes in circumstances indicate that their carrying values may exceed their fair value. In undertaking this review, management of the Group is required to make significant estimates. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values EXPLORATION AND EVALUATION ASSETS of the mineral properties and related expenditures. The Group assesses the carrying value of exploration and evaluation assets in accordance with the accounting policy noted above. The basis of determining the carrying value involves numerous estimates and from the assessment of ongoing exploration activities, as per DEVELOPMENT the accounting policy note. judgements resulting Development activities commence after commercial viability and technical feasibility of the project is established. Judgement is applied in determining when a project is commercially viable and technically feasible. In exercising this judgement, management is required to make certain estimates and assumptions, with inherent uncertainty, as to MINERAL RESOURCE, ORE RESERVES AND PRODUCTION the future events. TARGET* ESTIMATES the company’s reported financial position and • results, in the following way: • • • • The carrying value of exploration and evaluation assets, mine properties, property plant and equipment, and goodwill may be affected due to changes in estimated future cash flows; Depreciation and amortisation charges in the statement of profit or loss and other comprehensive income may change where such charges are determined using the unit of production method, or where the useful life of the related assets change; Capitalised stripping costs recognised in the statement of financial position, as either part of mine properties or inventory or charged to profit or loss, may change due to changes in stripping ratios; Provisions for rehabilitation and environmental provisions may change where reserve estimate changes affect expectations about when such activities will occur and the associated cost of these activities; The recognition and carrying value of deferred income tax assets may change due to changes in the judgements regarding the existence of such assets and in estimates of the likely recovery of such assets. * The term “production target” is defined to mean a projection or forecast of the amount of mineral to be extracted from a particular mining tenement or tenements for a period that extends past the current year and the forthcoming year. Financial Report For the year ended 31 December 2023 measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right- of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated Joint operations useful lives of the assets. A joint arrangement in which the Group has direct rights to underlying assets and obligations for underlying liabilities is classified as a joint operation. Interests in joint operations are accounted for by recognising the Group’s assets (including its share of any assets held jointly); its liabilities (including its share of any liabilities incurred jointly); its revenue from the sale of its share of the output arising from the joint operation; its share of the revenue from the sale of the output by the joint operation; and its expenses (including its share of any expenses Significant accounting judgements, estimates and incurred jointly). assumptions ASSET USEFUL LIVES AND RESIDUAL VALUES where appropriate. The actual useful lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re– assessing asset useful lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. the costs associated with the improved access can be reliably measured. If all the criteria are not met, the production stripping costs are charged to the statement of profit or loss as operating costs. The stripping activity asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an allocation of directly attributable overhead costs. If incidental operations are occurring at the same time as the production stripping activity, but are not necessary for the production stripping activity to continue as planned, these costs are not included in the cost of the stripping activity asset. If the costs of the stripping activity asset and the inventory produced are not separately identifiable, a relevant production measure is used to allocate the production stripping costs between the inventory produced and the stripping activity asset. The stripping activity asset is subsequently amortised over the expected useful life of the identified component of the orebody that became more accessible as a result of the stripping activity. The expected average stripping ratio over the average life of the area being mined is used to amortisation and any impairment losses. The average life of area cost per tonne is calculated as the total expected costs to be incurred to mine the orebody divided by the number of tonnes expected to be mined. The average life of area stripping ratio and the average life of area cost per tonne are recalculated annually in light of additional knowledge and changes in estimates. Changes in the stripping ratio are accounted for prospectively as a Right-of-use assets change in estimate. Right-of-use assets are recognised at the commencement date of a lease (i.e., the date the underlying asset is available for use) and are amortise the stripping activity. As a result, the Property, plant and equipment are depreciated over stripping activity asset is carried at cost less its useful life taking into account residual values Ore reserves and production target estimates are estimates of the amount of ore that can be economically and legally extracted from the mineral resources of the Group’s mining properties. An ore reserve is the economically mineable part of a measured and/ or indicated resource. A production target may inferred resources under certain circumstances and if there are reasonable grounds to do so. Such production target estimates and changes to them may impact lower confidence include 87 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 The Group estimates its mineral resource, ore reserves and production targets based on information compiled by appropriately qualified persons relating to the geological and technical data on the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires complex geological judgements to interpret the data. The estimation of ore reserves and production targets are based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs, along with geological assumptions and judgements made in estimating the size and grade of the ore body The Group estimates and reports ore reserves and mineral resources in line with the principles contained in the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and Minerals Council of Australia (“JORC Code”). 88 1111.. IInnvveessttmmeenntt iinn AAssssoocciiaattee Financial Overview Summarised financial information of SML Current assets Non-current assets Current liabilities Non-current liabilities Equity Group’s carrying amount of the investment Revenue Cost of sales Administrative and selling expenses Fair value adjustments Finance cost Profit before tax Income tax expense Profit for the period Total comprehensive income for the period Group’s share of profit for the period EBITDA Contingent liabilities Capital commitments Payable within one year - Approved, not yet contracted - Approved and contracted Additional Information 31 Dec 2023 31 Dec 2022 US$000 30,450 28,322 15,856 2,844 40,072 18,281 78,556 (39,914) (22,079) (1,831) 14,732 (4,243) 10,489 10,489 4,195 23,637 - - 31,067 26,034 12,703 10,812 33,586 15,686 80,999 (32,568) (22,978) (2,481) (300) 22,672 (3,523) 19,149 19,149 7,660 35,159 1,094 2,237 1,637 5,209 3,044 The Group has a 40% ownership in SML and has received in the current year from the Angolan tax Accounting policy office that this treatment is correct. recognised its share of SML’s results since its formal incorporation in May 2016. The earnings of SML include fair value adjustments in relation to the discounting of the financial asset of Lucapa reflected under note 8c. Associates are those entities over which the Group is able to exert significant influence, but which are not subsidiaries. A joint venture is an arrangement that The contingent liability in 2022 relates to additional the Group controls jointly with one or more other income tax potentially payable following a recent investors, and over which the Group has rights to a change to the Angolan Industrial Tax Code in respect share of the arrangement’s net assets rather than of the treatment of unreleased foreign exchange direct rights to underlying assets and obligations for gains and losses due to movements between the underlying liabilities. United States dollar and the Angolan kwanza. SML’s tax for both years has been recognised based on external advice obtained. Confirmation has been Investments in associates and joint ventures are accounted for using the equity method. | Lucapa Diamond Company Limited | Annual Report 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss PPrrooppeerrttyy PPllaanntt aanndd EEqquuiippmmeenntt ((ccoonnttiinnuueedd)) NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1111.. IInnvveessttmmeenntt iinn AAssssoocciiaattee Financial Overview Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 The Group estimates its mineral resource, ore reserves and production targets based on information compiled by appropriately qualified persons relating to the geological and technical data on the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires complex Summarised financial information of SML 31 Dec 2023 31 Dec 2022 US$000 geological judgements to interpret the data. The estimation of ore reserves and production targets are based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs, along with geological assumptions and judgements made in estimating the size and grade of the ore body The Group estimates and reports ore reserves and mineral resources in line with the principles contained in the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012) published by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and Minerals Council of Australia (“JORC Code”). Current assets Non-current assets Current liabilities Non-current liabilities Equity Group’s carrying amount of the investment Revenue Cost of sales Administrative and selling expenses Fair value adjustments Finance cost Profit before tax Income tax expense Profit for the period Total comprehensive income for the period Group’s share of profit for the period EBITDA Contingent liabilities Capital commitments Payable within one year - Approved, not yet contracted - Approved and contracted Additional Information 30,450 28,322 15,856 2,844 40,072 18,281 78,556 (39,914) (22,079) (1,831) - 14,732 (4,243) 10,489 10,489 4,195 23,637 - 31,067 26,034 12,703 10,812 33,586 15,686 80,999 (32,568) (22,978) (2,481) (300) 22,672 (3,523) 19,149 19,149 7,660 35,159 1,094 2,237 1,637 5,209 3,044 The Group has a 40% ownership in SML and has recognised its share of SML’s results since its formal incorporation in May 2016. The earnings of SML include fair value adjustments in relation to the discounting of the financial asset of Lucapa reflected under note 8c. The contingent liability in 2022 relates to additional income tax potentially payable following a recent change to the Angolan Industrial Tax Code in respect of the treatment of unreleased foreign exchange gains and losses due to movements between the United States dollar and the Angolan kwanza. SML’s tax for both years has been recognised based on external advice obtained. Confirmation has been received in the current year from the Angolan tax Accounting policy office that this treatment is correct. Associates are those entities over which the Group is able to exert significant influence, but which are not subsidiaries. A joint venture is an arrangement that the Group controls jointly with one or more other investors, and over which the Group has rights to a share of the arrangement’s net assets rather than direct rights to underlying assets and obligations for underlying liabilities. Investments in associates and joint ventures are accounted for using the equity method. 89 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss IInnvveessttmmeenntt iinn AAssssoocciiaattee ((ccoonnttiinnuueedd)) Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Any goodwill or fair value adjustment attributable to the Group’s share in the associate or joint venture is not recognised separately and is included in the amount recognised as investment. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group. Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment. Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 2,329 (413) 167 (127) 1,956 1,710 625 125 (131) 2,329 Asset retirement obligations The Group recognises a liability for an asset retirement obligation on long-lived assets when a present legal or constructive obligation exists, as a result of past events and the amount of the liability is reasonably determinable. The obligations are initially recognised and recorded as a liability based on estimated future cash flows discounted at a credit adjusted risk free rate. This is adjusted at each reporting period for changes to factors including the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the credit adjusted risk free discount rate. Corresponding amounts and adjustments are added to the carrying value of the related long-lived asset and amortised or depleted to operations over the life Environmental liabilities of the related asset. Environmental expenditures that relate to current operations are expensed or capitalised as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/ or remedial efforts are probable, and the costs can be reasonably estimated. 1122.. NNoonn--CCuurrrreenntt PPrroovviissiioonnss Financial Overview Provision for environmental rehabilitation At 1January Increase/ (decrease) during the year Unwinding of discount rate Foreign exchange difference At end of period Additional Information The provision for rehabilitation has been recognised Mothae in respect of Mothae and Merlin. The estimate is based on an independent expert’s report of the expected rehabilitation cost over the life of the mine and discounted back to present value using a pre-tax discount rate that reflects current market assessments. Assumptions include an estimated rehabilitation timing of between 7 and 10 years (2022: 10 and 13 years), an annual inflation rate of 5.9% (2022: 7.5%) and a discount rate of Merlin 11.1% (2022: 8.7%). The estimate is based on the Mining Management Plan for Merlin as approved by the government of the Northern Territory of Australia and discounted back to present value using a pre-tax discount rate that reflects current market assessments. Assumptions include an estimated rehabilitation timing of 16 years (2022:17 years), an annual inflation rate of 3.0% (2022:3.0%) Accounting policy and a discount rate of 4.2% (2022: 4.9%). A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. 90 | Lucapa Diamond Company Limited | Annual Report 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss IInnvveessttmmeenntt iinn AAssssoocciiaattee ((ccoonnttiinnuueedd)) Any goodwill or fair value adjustment attributable to the Group’s share in the associate or joint venture is not recognised separately and is included in the amount recognised as investment. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group. Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment. Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 1122.. NNoonn--CCuurrrreenntt PPrroovviissiioonnss Financial Overview Provision for environmental rehabilitation At 1 January Increase/ (decrease) during the year Unwinding of discount rate Foreign exchange difference At end of period Additional Information The provision for rehabilitation has been recognised Mothae in respect of Mothae and Merlin. The estimate is based on an independent expert’s report of the expected rehabilitation cost over the life of the mine and discounted back to present value using a pre-tax discount rate that reflects current market assessments. Assumptions include an estimated rehabilitation timing of between 7 and 10 years (2022: 10 and 13 years), an annual inflation rate of 5.9% (2022: 7.5%) and a discount rate of Merlin 11.1% (2022: 8.7%). The estimate is based on the Mining Management Plan for Merlin as approved by the government of the Northern Territory of Australia and discounted back to present value using a pre-tax discount rate that assessments. current market Assumptions include an estimated rehabilitation timing of 16 years (2022:17 years), an annual (2022:3.0%) inflation Accounting policy and a discount rate of 4.2% (2022: 4.9%). reflects 3.0% rate of A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. 31 Dec 2023 31 Dec 2022 US$000 2,329 (413) 167 (127) 1,956 1,710 625 125 (131) 2,329 Asset retirement obligations The Group recognises a liability for an asset retirement obligation on long-lived assets when a present legal or constructive obligation exists, as a result of past events and the amount of the liability is reasonably determinable. The obligations are initially recognised and recorded as a liability based on estimated future cash flows discounted at a credit adjusted risk free rate. This is adjusted at each reporting period for changes to factors including the expected amount of cash flows required to discharge the liability, the timing of such cash flows and the credit rate. Corresponding amounts and adjustments are added to the carrying value of the related long-lived asset and amortised or depleted to operations over the life Environmental liabilities of the related asset. discount adjusted free risk Environmental expenditures that relate to current operations are expensed or capitalised as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/ or remedial efforts are probable, and the costs can be reasonably estimated. 91 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNoonn--CCuurrrreenntt PPrroovviissiioonnss ((ccoonnttiinnuueedd)) Significant accounting judgements, estimates and assumptions Financial Report For the year ended 31 December 2023 Included in liabilities at the end of each reporting period is an amount that represents an estimate of the cost to rehabilitate the land upon which the Group has carried out its exploration and evaluation for mineral resources. Provisions are measured at the present value of management's best estimate of the costs required to settle the obligation at the end of the reporting period. Actual costs incurred in future periods to settle these obligations could differ materially from these estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates, and discount rates could affect the carrying amount of this provision. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1133.. SShhaarree CCaappiittaall aanndd SShhaarree--BBaasseedd PPaayymmeennttss Financial Overview Listed securities Movement in ordinary shares (ASX code: LOM) On issue at beginning of period On issue at end of period Unlisted securities On issue at beginning of period On issue at end of period Additional Information Movement in unlisted options (A$0.08 exercise price; expire 30 July 2025) Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2023 Number US$000 1,439,559,875 1,439,559,875 154,230 154,230 5,000,000 5,000,000 - - The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. SShhaarree--bbaasseedd ppaayymmeennttss Share-based payment recognised Profit or Loss Director and employee options Non-cash financing and investing activities Share issue expenses Loan funding Deferred exploration and evaluation costs Weighted average remaining contractual life of share options and performance rights in issue (years) Weighted average Lucapa share price during the period/ year (A$) 31 Dec 2023 31 Dec 2022 US$000 741 - - - 741 70 - - - 70 1.82 0.039 3.52 0.061 92 | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNoonn--CCuurrrreenntt PPrroovviissiioonnss ((ccoonnttiinnuueedd)) Significant accounting judgements, estimates and assumptions NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1133.. SShhaarree CCaappiittaall aanndd SShhaarree--BBaasseedd PPaayymmeennttss Financial Overview Included in liabilities at the end of each reporting period is an amount that represents an estimate of the cost to rehabilitate the land upon which the Group has carried out its exploration and evaluation for mineral resources. Provisions are measured at the present value of management's best estimate of the costs required to settle the obligation at the end of the reporting period. Actual costs incurred in future periods to settle these obligations could differ materially from these estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates, and discount rates could affect the carrying amount of this provision. Listed securities Movement in ordinary shares (ASX code: LOM) On issue at beginning of period On issue at end of period Unlisted securities Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2023 Number US$000 1,439,559,875 1,439,559,875 154,230 154,230 Movement in unlisted options (A$0.08 exercise price; expire 30 July 2025) On issue at beginning of period On issue at end of period 5,000,000 5,000,000 - - Additional Information The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. SShhaarree--bbaasseedd ppaayymmeennttss Share-based payment recognised Profit or Loss Director and employee options Non-cash financing and investing activities Share issue expenses Loan funding Deferred exploration and evaluation costs Weighted average remaining contractual life of share options and performance rights in issue (years) Weighted average Lucapa share price during the period/ year (A$) 31 Dec 2023 31 Dec 2022 US$000 741 - - - 741 70 - - - 70 1.82 0.039 3.52 0.061 93 Lucapa Diamond Company Limited | Annual Report 2023 | Financial Report For the year ended 31 December 2023 - - - 1 0 . 0 • d e 2023 Group Highlights t h g i e W e c i r p e g a r e v a ) $ A ( 2023 Group highlights include: t r o p e R l a i c n a n F i 1 0 . 0 - 3 2 0 2 r e b m e c e D 1 3 d e d n e r a e y e h t r o F • • • • • • • • • • • • • • • • 94 - - 4 6 2 , 5 7 8 , 9 - - - - - - - - - n U n U n U n U n U 8 2 - n Ju - 0 3 d e t s i l d e t s i l d e t s i l d e t s i l d e t s i l 0 0 . 0 $ 0 0 . 0 $ 0 0 . 0 $ 0 0 . 0 $ 0 0 . 0 $ ) 7 9 1 , 5 4 6 ( 7 2 - n Ja - 1 3 7 2 2 , 2 4 1 1, 1 5 2 - c e D - 1 3 6 2 - c e D - 1 3 3 7 5 , 4 2 1 , 2 1 0 8 3 , 7 2 0 1, 1 7 2 - v o N - 9 2 ) 8 7 2 , 8 1 9 , 3 ( 1 8 6 , 6 2 4 , 3 3 revenue: s e r u s o l c s i d t n e m y a p d e s a b - e r a h s r e h t o d n a e u s s i Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond s t US$48.4 million (A$72.9 million); h g i r Attributable EBITDA: US$8.3 million (A$12.9 e c n million); a m 63,469 carats recovered on a 100% basis; r o f r Lulo recovered 5 +100 carat diamonds for e P the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML 1) dividends; 9 5 , Group is debt free after expunging interest- 7 6 4 bearing debt in Q3; , 0 1 ( Mothae set new records for tonnes mined and processed; s n ss Lulo Kimberlite Exploration program o tt i nn t p diamondiferous 15 discovered ee o i mm e s kimberlite; r t a ee h h tt g S Merlin Diamond Project Feasibility Study aa i r tt SS e low-cost, small-scale study pivoted to c n )) aa option; and dd a ii m cc ee Nick Selby appointed CEO and MD. nn uu r o aa nn f nn r e P d n a s n o i t p o e r a h S n FF dd ee tt Lulo Alluvial Mine achieved 9% higher aa dd processing volumes for the year compared to oo the previous year due to the recent ss nn investment in new plant and fleet; oo CC Mothae set new records for tonnes mined ee hh (up 23% yoy) and processed (up 22% yoy) tt t n oo the improvements made following e tt / m y ss processing plant in 2022; r ee e i p v tt x oo E The Lulo Kimberlite Bulk Sampling Program o M NN processed a total of 26 samples during the year, or one every two weeks; ss tt nn ee mm yy aa pp dd ee ss aa bb -- ee rr aa hh SS s t h g i r e c n a m r o f r e p s t h g i r e c n a m r o f r e p h g i r e c n a m r o f r e p ( e c i r p e s c r e x E f o g n n n g e b e t a d y r i p x E n o r e b m u N f o e s c r e x E 0 0 0 , 0 0 0 , 5 5 2 - n Ju - 0 3 f o g n s p a f o e u s s I d th e t s i l t a e u s s d o i r e p 8 0 . 0 $ / s n o / s n o / s n o i t p o i t p o i t p o its ) $ A to n U ii ll s t n ii ll i - - - i i i i i i l • - 8 2 % 5 7 4 0 . 0 4 0 . 0 4 0 . 0 4 0 . 0 % 5 0 . 4 3 2 - g u A 3 2 - g • u A The exploration program identified 6 % % diamondiferous kimberlites during the year 5 5 7 0 . 4 taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. - 8 2 • • Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the : d retail market, diamond jewellery demand was weak, o i r impacted by inflation especially in the world’s e p t largest market, the United States. Strong demand n e r from Chinese consumers failed to materialise during r u c the year, due to a slowing economy, which added to n i s lack in demand. t n a r g From October to December, some Indian diamond f o e manufacturers imposed a two-month moratorium u l a on rough diamond purchases in an attempt to bring v r i a stability to an oversupplied market. f g n The G7 Countries (including the European Union) i t a m announced in December a ban on Russian diamonds i t s e followed by a phase-in of restrictions on the n importation of Russian diamonds and diamond d e s jewellery from the beginning of 2024. The sanctions u s n are designed to curb Russia’s ability to continue to o i t finance the invasion of Ukraine. p m u s s A t a e c i r p e r a h s M O L i t p o r e p e u a v r i a F y t i l i t a o v d e t a m e e r f - k s R t s e r e t n ( e t a d t n a Gr t n a r g e t a d t h g i r e t a r i t s E ) $ A ) $ A / n o ( i l l i i - - 0 0 0 , 4 4 8 , 2 5 9 2 , 6 0 2 , 8 - 0 0 0 , 0 0 0 , 5 d o i r e p f o d n e l t a e b a s c r e x E i 4 6 2 , 5 7 8 , 9 0 8 3 , 7 2 0 1, 1 0 3 0 , 7 9 4 , 0 1 5 9 2 , 6 0 2 , 8 0 9 0 , 9 5 9 , 2 2 0 0 0 , 0 0 0 , 5 d o i r e p f o d n e t a e u s s i n O ii In 2023, Lucapa continued to achieve the growth tt nn oo objectives against its goals: cc (( • Financial Report For the year ended 31 December 2023 the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/ or service conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The amounts carried under share-based payment reserves are allocated to share capital when underlying shares are issued upon the conversion of options or rights, and to accumulated income/ losses DETERMINATION OF FAIR VALUES upon the expiry of option or rights. the Black-Scholes or binomial option pricing models. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non- market performance conditions attached to the transactions are not taken into account in determining fair value. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss SShhaarree CCaappiittaall aanndd SShhaarree--bbaasseedd PPaayymmeennttss ((ccoonnttiinnuueedd)) Accounting policy Share capital Equity instruments, including preference shares, issued by the Company are recorded at the proceeds received. Incremental costs directly attributable to the issue of equity instruments are recognised as a Share based payments deduction from equity, net of any tax effects. The fair value of options and rights granted is measured using the Black-Scholes or binomial option pricing models, taking into account the terms and conditions upon which the instruments were granted. The fair value is recognised in employee benefits expense together with a corresponding increase in equity (share-based payment reserve), over the period in which the service and, where applicable, the performance conditions are fulfilled. The cumulative expense recognised at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non- vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/ or performance conditions. No expense is recognised for awards that do not ultimately vest because non-market performance and/ or service conditions have not been met. Where awards include a market or non-vesting condition, Service and non-market performance conditions are The fair value of options issued is measured using | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 • 3 2 - g • u A - 8 2 3 2 • - g u A - 8 2 • • exploration program identified 6 0 . 5 diamondiferous kimberlites during the year 0 5 7 . The % 4 0 % 0 . 4 4 0 taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost % % 4 4 0 . 0 5 7 5 0 4 0 . smaller-scale pathway to development; 0 . Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in - - - diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, o e impacted by inflation especially in the world’s p n largest market, the United States. Strong demand r from Chinese consumers failed to materialise during u n the year, due to a slowing economy, which added to i t lack in demand. n From October to December, some Indian diamond f manufacturers imposed a two-month moratorium u v on rough diamond purchases in an attempt to bring a stability to an oversupplied market. $ f i t The G7 Countries (including the European Union) a ( t announced in December a ban on Russian diamonds g t i i t followed by a phase-in of restrictions on the n g a y r / t d importation of Russian diamonds and diamond p s t t t l i i i ) A ( e d n a t a e c p e a h M O L ) $ A t h r e t r o a e r o v n p t a i t s E e r k s i R u l r i a F e a d n a Gr : d i r t e r c s a r g o e l a r i g n a m s e n i e s s n i t m u s s A u o u jewellery from the beginning of 2024. The sanctions o e e r r t i l are designed to curb Russia’s ability to continue to e e e o r t i d p finance the invasion of Ukraine. a v s - t f m 3 2 0 2 e b m e c e 1 3 d e d n e r a e y e h t r o F • • • • • • • • • • • • • • • • • 1 0 . 0 - - - 1 0 . 0 2023 Group Highlights r d e t h g i e W e c i r p e g a r e v a ) $ A ( t r o p e R l a i c n a n i F 2023 Group highlights include: D Full Year Group production guidance d 2 2 , - - - - 4 6 5 7 8 , 9 0 8 3 , 7 0 1, 1 4 6 2 , 5 7 8 , 9 0 8 3 , 7 2 0 1, 1 0 3 0 , 7 9 4 , 0 1 ) 7 9 1 4 6 ( 8 7 2 , 8 1 9 , 3 ( 5 9 2 , 6 0 2 , 8 1) 9 5 , 6 4 , 0 1 ( 0 9 0 , 9 5 9 , 2 2 e t s i l n U 0 0 . 0 $ d e s i l n U 0 . 0 $ 0 0 . 0 $ t s i l n U 8 - n Ju - 0 6 2 e D - 1 3 7 v o N - 9 s t g i r c n a m f r P achieved; Rough diamond revenue: US$102.2 million 3 (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; - - - - EBITDA: US$23.4 million (A$36.3 million) on c 0 2 t - 100% basis; Attributable Rough diamond e revenue: US$48.4 million (A$72.9 million); s h - - Attributable EBITDA: US$8.3 million (A$12.9 c e e 2 2 l - d , 5 , million); 63,469 carats recovered on a 100% basis; o 2 r Lulo recovered 5 +100 carat diamonds for e ) - - the year and a total of 30,585 carats; p 7 5 Mothae recovered a total of 32,884 carats; e n s 0 2 1 t - . Repatriation of US$7.9 million (A$11.9 b $ 1 1 U - million) in capital loan repayments and SML r d e i l n 2 0 0 Ja 3 dividends; Group is debt free after expunging interest- e e 0 2 6 - , 7 bearing debt in Q3; o t d t s i l n U 0 . 0 $ 5 c e D - 1 Mothae set new records for tonnes mined n 3 and processed; e Lulo Kimberlite Exploration program s o d 5 0 tt 0 discovered ee n i its 0 . n diamondiferous 0 - - - s n i t p 15 o e r a h th e t s i l n U 8 0 $ 2 - Ju - 0 3 Merlin Diamond Project Feasibility Study aa i S 0 0 0 , 0 0 0 , 5 0 0 0 , 0 0 0 , 5 low-cost, small-scale study kimberlite; SS pivoted to e c ll )) aa option; and dd ii cc ee nn Nick Selby appointed CEO and MD. uu r 0 0 0 , 4 4 8 , 2 5 9 2 , 6 0 2 , 8 s t h g i r n a m r o p s n t p o f o n s t h g i r c n m f r e p / h g i r e c m f r p / s n o p o In 2023, Lucapa continued to achieve the growth e tt s ii t c e objectives against its goals: dd d aa Lulo Alluvial Mine achieved 9% higher s a e n tt e r f o f ii processing volumes for the year compared to ee n a ll t i r i / o ss the previous year due to the recent o e n o r i o i oo investment in new plant and fleet; r a Mothae set new records for tonnes mined dd S $ e n s g t i (up 23% yoy) and processed (up 22% yoy) ss e tt s s s i f t i i oo following bb tt -- ss ee improvements made p r e t o processing plant in 2022; ee e rr tt aa NN SS oo The Lulo Kimberlite Bulk Sampling Program hh o u x x I E E E E processed a total of 26 samples during the p o to o f e u s s p a o l the / e s i c r e x y r i p x ) A ( c i e s i c r e e a d y r i p d o i r e p f o d n e t a e l b a s i c r e x E d o i r e p f o d n e t a e u s s i n O year, or one every two weeks; ss nn mm ee tt tt aa nn FF ee tt dd oo nn CC ee hh nn ii nn oo cc (( ss nn mm yy aa pp ee aa s r u o s i d t n e m y a d s a - e a h s r h d a u s i s t h g r n a m o f r P n a n o p e h n t n m v M 7 2 2 4 1 1, 1 3 7 , 4 , 2 1 8 6 2 4 , 3 3 0 , 0 0 , 5 d o i r e p g n g e b t a i n r e b m N NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss SShhaarree CCaappiittaall aanndd SShhaarree--bbaasseedd PPaayymmeennttss ((ccoonnttiinnuueedd)) Financial Report For the year ended 31 December 2023 Accounting policy Share capital Equity instruments, including preference shares, issued by the Company are recorded at the proceeds received. Incremental costs directly attributable to the issue of equity instruments are recognised as a Share based payments deduction from equity, net of any tax effects. The fair value of options and rights granted is measured using the Black-Scholes or binomial option pricing models, taking into account the terms and conditions upon which the instruments were granted. The fair value is recognised in employee benefits expense together with a corresponding increase in equity (share-based payment reserve), over the period in which the service and, where applicable, the performance conditions are fulfilled. The cumulative expense recognised at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non- vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/ or performance conditions. No expense is recognised for awards that do not ultimately vest because non-market performance and/ or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/ or service conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. The amounts carried under share-based payment reserves are allocated to share capital when underlying shares are issued upon the conversion of options or rights, and to accumulated income/ losses DETERMINATION OF FAIR VALUES upon the expiry of option or rights. inputs The fair value of options issued is measured using the Black-Scholes or binomial option pricing models. Measurement include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non- market performance conditions attached to the transactions are not in determining fair value. into account taken 95 Lucapa Diamond Company Limited | Annual Report 2023 | Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss SShhaarree CCaappiittaall aanndd SShhaarree--bbaasseedd PPaayymmeennttss ((ccoonnttiinnuueedd)) SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. Where required, the fair value of options granted is measured using valuation models, taking into account the terms and conditions as set out above. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period, but may impact expenses and reserves. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1144.. CCoommmmiittmmeennttss aanndd CCoonnttiinnggeenncciieess Operating lease commitments iro mining and exploration rights Minimum lease payments under non-cancellable operating lease agreements Payable within one year Payable after one year but less than five years Payable after more than five years Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 126 285 - 411 1,130 - 160 553 845 1,558 2,928 - 31 Dec 2023 31 Dec 2022 US$000 5,848 74,053 1,493 1,493 154,230 (4,775) (76,895) 72,560 (36,259) (36,259) 7,210 113,952 5,875 5,875 154,230 (5,501) (40,652) 108,077 (12,172) (12,172) The Group did not have any contingent liabilities as at 31 December 2023 (2022: Nil). Capital commitments Payable within one year Approved, not yet contracted Approved and contracted Contingencies 1155.. PPaarreenntt EEnnttiittyy IInnffoorrmmaattiioonn Current assets Total assets Current liabilities Total liabilities Share capital Reserves Accumulated losses Loss for the period Total comprehensive loss for the period Contingent liabilities Guarantees issued in favour of suppliers of subsidiaries 1,639 1,353 96 | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss SShhaarree CCaappiittaall aanndd SShhaarree--bbaasseedd PPaayymmeennttss ((ccoonnttiinnuueedd)) SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. Where required, the fair value of options granted is measured using valuation models, taking into account the terms and conditions as set out above. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period, but may impact expenses and reserves. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1144.. CCoommmmiittmmeennttss aanndd CCoonnttiinnggeenncciieess Operating lease commitments iro mining and exploration rights Minimum lease payments under non-cancellable operating lease agreements Payable within one year Payable after one year but less than five years Payable after more than five years Capital commitments Payable within one year Approved, not yet contracted Approved and contracted Contingencies The Group did not have any contingent liabilities as at 31 December 2023 (2022: Nil). 1155.. PPaarreenntt EEnnttiittyy IInnffoorrmmaattiioonn Current assets Total assets Current liabilities Total liabilities Share capital Reserves Accumulated losses Loss for the period Total comprehensive loss for the period Contingent liabilities Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$000 126 285 - 411 1,130 - 160 553 845 1,558 2,928 - 31 Dec 2023 31 Dec 2022 US$000 5,848 74,053 1,493 1,493 154,230 (4,775) (76,895) 72,560 (36,259) (36,259) 7,210 113,952 5,875 5,875 154,230 (5,501) (40,652) 108,077 (12,172) (12,172) Guarantees issued in favour of suppliers of subsidiaries 1,639 1,353 97 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1166.. RReellaatteedd PPaarrttyy DDiisscclloossuurreess Financial Overview Key management personnel compensation Short-term employee benefits Post-employment benefits Share-based payments Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$ 1,615,313 77,456 324,716 2,017,485 1,462,836 79,587 37,363 1,579,786 Other related party transactions The following payments, relating to office rent and associated costs were made to entities associated with director Miles Kennedy: Kennedy Holdings (WA) Pty Ltd - 12,654 Amount payable to director Miles Kennedy for reimbursement of travel, accommodation, food and other expenses incurred on behalf of the Company* Loan facility agreement with an entity associated with non- executive Director Ross Stanley: Finance cost for period Amount paid to previous Director Stephen Wetherall for services supplied in respect of the Group's cutting & polishing business (from 1 August 2023) 62,611 - - 69,684 103,554 - Summarised financial information of subsidiaries with non-controlling interests *Relates to an amount approved by the Board payable to Mr Kennedy for expenses incurred in the conduct of his role as non-executive Chairman of the Company since September 2017. Mr Kennedy previously took the view that until such time as the Group had repaid substantial amounts of debt owing to three different entities, he would not make any claim for reimbursement of Company-related expenses. Additional Information Individual Directors’ and executives’ compensation disclosures Information regarding individual Directors' and executives' compensation and some equity instruments disclosures as required by Corporations Regulations 2M.3.03 is provided in the remuneration report section of the Directors’ report. Apart from the details disclosed in this note, no Director has entered into a material contract with the Company since the end of the previous financial year and there were no other material contracts Key management personnel and director transactions involving Director’s interests at period-end. A number of key management persons, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Company in the reporting period. The terms and conditions of the transactions with management persons and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-director related entities on an arm’s length basis. 98 Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1177.. GGrroouupp IInnffoorrmmaattiioonn Subsidiaries The consolidated financial statements of the Group include the following subsidiaries: 31 Dec 2023 31 Dec 2022 Lucapa Diamonds (Botswana) (Proprietary) Limited Incorporated in Botswana Equity interest held Australian Natural Diamonds Pty Ltd Incorporated in Australia Equity interest held Brooking Diamonds Pty Ltd Incorporated in Australia Equity interest held Heartland Diamonds Pty Ltd Incorporated in Australia Equity interest held Mothae Diamonds (Pty) Ltd Incorporated in the Kingdom of Lesotho Equity interest held Lucapa (Mauritius) Holdings Limited Incorporated in Mauritius Equity interest held Mothae Diamonds (Pty) Ltd Assets and liabilities at the end of the period Current assets Non-current assets Current liabilities Non-current liabilities Profit or loss and cash flow items for the period Revenue Loss for the period Total comprehensive loss for the period Cash flows (used in)/ from operating activities Cash flows used in investing activities Dividends paid to non-controlling interests % 100 100 100 100 70 100 5,084 2,436 7,430 58,211 27,999 (27,282) (19,841) 330 (687) - % 100 100 100 100 70 100 4,826 21,414 8,912 50,647 23,350 (15,907) (11,678) (823) (1,086) - 31 Dec 2023 31 Dec 2022 US$000 | Lucapa Diamond Company Limited | Annual Report 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss Financial Report For the year ended 31 December 2023 1177.. GGrroouupp IInnffoorrmmaattiioonn Subsidiaries The consolidated financial statements of the Group include the following subsidiaries: 31 Dec 2023 % 31 Dec 2022 % Lucapa Diamonds (Botswana) (Proprietary) Limited Incorporated in Botswana Equity interest held Australian Natural Diamonds Pty Ltd Incorporated in Australia Equity interest held Brooking Diamonds Pty Ltd Incorporated in Australia Equity interest held Heartland Diamonds Pty Ltd Incorporated in Australia Equity interest held Mothae Diamonds (Pty) Ltd Incorporated in the Kingdom of Lesotho Equity interest held Lucapa (Mauritius) Holdings Limited Incorporated in Mauritius Equity interest held 100 100 100 100 70 100 100 100 100 100 70 100 Summarised financial information of subsidiaries with non-controlling interests Mothae Diamonds (Pty) Ltd Assets and liabilities at the end of the period Current assets Non-current assets Current liabilities Non-current liabilities Profit or loss and cash flow items for the period Revenue Loss for the period Total comprehensive loss for the period Cash flows (used in)/ from operating activities Cash flows used in investing activities Dividends paid to non-controlling interests 31 Dec 2023 31 Dec 2022 US$000 5,084 2,436 7,430 58,211 27,999 (27,282) (19,841) 330 (687) - 4,826 21,414 8,912 50,647 23,350 (15,907) (11,678) (823) (1,086) - 99 1166.. RReellaatteedd PPaarrttyy DDiisscclloossuurreess Financial Overview Key management personnel compensation Short-term employee benefits Post-employment benefits Share-based payments Other related party transactions The following payments, relating to office rent and associated costs were made to entities associated with director Miles Kennedy: Kennedy Holdings (WA) Pty Ltd Amount payable to director Miles Kennedy for reimbursement of travel, accommodation, food and other expenses incurred on behalf of the Company* Loan facility agreement with an entity associated with non- executive Director Ross Stanley: Finance cost for period Amount paid to previous Director Stephen Wetherall for services supplied in respect of the Group's cutting & polishing business (from 1August 2023) Financial Report For the year ended 31 December 2023 31 Dec 2023 31 Dec 2022 US$ 1,615,313 77,456 324,716 1,462,836 79,587 37,363 2,017,485 1,579,786 62,611 - - 103,554 12,654 69,684 - - *Relates to an amount approved by the Board payable to Mr Kennedy for expenses incurred in the conduct of his role as non-executive Chairman of the Company since September 2017. Mr Kennedy previously took the view that until such time as the Group had repaid substantial amounts of debt owing to three different entities, he would not make any claim for reimbursement of Company-related expenses. Additional Information Individual Directors’ and executives’ compensation disclosures Information regarding individual Directors' and executives' compensation and some equity instruments disclosures as required by Corporations Regulations 2M.3.03 is provided in the remuneration report section of the Directors’ report. Apart from the details disclosed in this note, no Director has entered into a material contract with the Company since the end of the previous financial year and there were no other material contracts Key management personnel and director transactions involving Director’s interests at period-end. A number of key management persons, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Company in the reporting period. The terms and conditions of the transactions with management persons and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-director related entities on an arm’s length basis. Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1188.. OOtthheerr SSiiggnniiffiiccaanntt AAccccoouunnttiinngg PPoolliicciieess Financial Report For the year ended 31 December 2023 • • • 2023-1 Amendments to AASs– AASB Amendments to AASB 107 and AASB 7- Disclosures of Supplier Finance Arrangements; to Australian AASB 2023-3 Amendments Accounting Standards – Disclosure of Non- current Liabilities with Covenants: Tier 2; and AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability. The requirements of these standards are currently being reviewed, but it is not currently expected to have a material impact on the Group’s financial judgements, estimates Significant accounting statements. and assumptions The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from and underlying those assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. estimates. Estimates Judgements made by management in the application of Australian Accounting Standards that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed where relevant in the individual notes above. Management discusses with the development, selection and disclosure of the Group’s critical accounting policies and estimates and the application of these policies and estimates. the Board The financial statements have been prepared using consistent accounting policies to those used for the New or revised accounting policies prior year, except as set out below. The Group has applied the following standards and amendments for the first time for the annual • reporting period commencing 1 January 2022: • • • • • • • Standards – Disclosure AASB 17 Insurance Contracts; to Australian AASB 2021-2 Amendments of Accounting Accounting Policies and Definition of Accounting Estimates; AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single Transaction; to Australian AASB 2022-1 Amendments Accounting Standards – Initial Application of AASB 17 and AASB 9 – Comparative Information; AASB 2022-6 Amendments to AASs – Non- current Liabilities with Covenants; AASB 2022-7 Editorial Corrections to AASs and Repeal of Superseded and Redundant Standards; AASB 2022-8 Amendments to AASs – Insurance Contracts – Consequential Amendments; and AASB 2023-2 Amendments to AASB 112– International Tax Reform Pillar Two Model Rules. The adoption of these standards has not resulted in any material changes to the Group’s financial statements. The following new/ amended standards have been • issued, but are not yet effective: • • AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current; AASB 2014-10 Amendments to AASs – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture; AASB 2022-5 Amendments to AASs–Lease Liability in a Sale and Leaseback; 100 Financial Report For the year ended 31 December 2023 exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign exchange rate at that date. Foreign exchange differences arising on retranslation are recognised in the statement of profit or loss and other comprehensive income. The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to US dollars at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to US dollars at exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity. When a foreign operation is disposed of in part or in full, the relevant amount in equity is transferred to the statement of profit or loss and other comprehensive income. Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of the net investment in a foreign operation and are recognised directly in equity. Impairment Financial assets A financial asset is assessed at each reporting date to determine whether there is a risk of default. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss OOtthheerr SSiiggnniiffiiccaanntt AAccccoouunnttiinngg PPoolliicciieess ((ccoonnttiinnuueedd)) Principles of consolidation The Group financial statements consolidate those of the Company and all its subsidiaries as at the end of the period. The Company controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on Functional and presentation currency their respective ownership interests. An entity’s functional currency is the currency of the primary economic environment in which it operates. All items included in the financial statements of entities in the Group are measured and recognised in the functional currency of the entity. The Group’s presentation currency is US dollars, which is also the Foreign currency transactions and balances functional currency of the Company. Transactions in foreign currencies are translated to the respective functional currencies of the Group at | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1188.. OOtthheerr SSiiggnniiffiiccaanntt AAccccoouunnttiinngg PPoolliicciieess • • • The financial statements have been prepared using AASB 2023-1 Amendments to AASs– consistent accounting policies to those used for the New or revised accounting policies prior year, except as set out below. The Group has applied the following standards and amendments for the first time for the annual reporting period commencing 1 January 2022: AASB 17 Insurance Contracts; AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition of Accounting Estimates; AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from a Single Transaction; Amendments to AASB 107 and AASB 7- Disclosures of Supplier Finance Arrangements; AASB 2023-3 Amendments to Australian Accounting Standards – Disclosure of Non- current Liabilities with Covenants: Tier 2; and AASB 2023-5 Amendments to Australian Accounting Standards – Lack of Exchangeability. The requirements of these standards are currently being reviewed, but it is not currently expected to have a material impact on the Group’s financial Significant accounting statements. judgements, estimates and assumptions The preparation of financial statements requires management to make judgements, estimates and AASB 2022-1 Amendments to Australian assumptions that affect the application of accounting Accounting Standards – Initial Application of policies and reported amounts of assets, liabilities, AASB 17 and AASB 9 – Comparative Information; income and expenses. Actual results may differ from AASB 2022-6 Amendments to AASs – Non- those estimates. Estimates and underlying current Liabilities with Covenants; assumptions are reviewed on an ongoing basis. AASB 2022-7 Editorial Corrections to AASs and Revisions to accounting estimates are recognised in Repeal of Superseded and Redundant Standards; the period in which the estimate is revised and in any AASB 2022-8 Amendments to AASs – Insurance future periods affected. Judgements made by management in the application of Australian Accounting Standards that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed where relevant in the individual notes above. Management discusses with the Board the development, selection and disclosure of the Group’s critical accounting policies and estimates and the application of these policies and estimates. Contracts – Consequential Amendments; and AASB 2023-2 Amendments to AASB 112– International Tax Reform Pillar Two Model Rules. statements. The adoption of these standards has not resulted in any material changes to the Group’s financial The following new/ amended standards have been issued, but are not yet effective: AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current or Non-current; AASB 2014-10 Amendments to AASs – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture; AASB 2022-5 Amendments to AASs–Lease Liability in a Sale and Leaseback; • • • • • • • • • • • NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss OOtthheerr SSiiggnniiffiiccaanntt AAccccoouunnttiinngg PPoolliicciieess ((ccoonnttiinnuueedd)) Principles of consolidation Financial Report For the year ended 31 December 2023 The Group financial statements consolidate those of the Company and all its subsidiaries as at the end of the period. The Company controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All transactions and balances between Group consolidation, companies are eliminated on losses on including unrealised transactions between Group companies. gains and Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on Functional and presentation currency their respective ownership interests. An entity’s functional currency is the currency of the primary economic environment in which it operates. All items included in the financial statements of entities in the Group are measured and recognised in the functional currency of the entity. The Group’s presentation currency is US dollars, which is also the Foreign currency transactions and balances functional currency of the Company. Transactions in foreign currencies are translated to the respective functional currencies of the Group at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the foreign exchange rate at that date. Foreign exchange differences arising on retranslation are recognised in the statement of profit or loss and other comprehensive income. The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to US dollars at foreign exchange rates ruling at the reporting date. The income and expenses of foreign operations are translated to US dollars at exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation are recognised directly in a separate component of equity. When a foreign operation is disposed of in part or in full, the relevant amount in equity is transferred to loss and other the statement of profit or comprehensive income. Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of the net investment in a foreign operation and are recognised directly in equity. Impairment Financial assets A financial asset is assessed at each reporting date to determine whether there is a risk of default. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. 101 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss OOtthheerr SSiiggnniiffiiccaanntt AAccccoouunnttiinngg PPoolliicciieess ((ccoonnttiinnuueedd)) Financial Report For the year ended 31 December 2023 An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics. impairment losses are recognised All in the statement of profit or loss and other comprehensive income. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost is recognised in the statement of profit or loss and Non-financial assets other comprehensive income. the reversal The carrying amounts of the Group’s non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash- generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of profit or loss and other comprehensive income. Impairment losses 102 recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been Significant accounting judgements, estimates and recognised assumptions impairment indicative of The Group assesses impairment at the end of each reporting year by evaluating specific conditions that may be triggers. Recoverable amounts of relevant assets are reassessed using calculations which incorporate including estimating various key assumptions, diamond prices, foreign exchange rates, production levels & recoverable diamonds, operating costs, capital requirements & its eventual disposal and latest life of mine plans. Future cash flows expected to be generated by the assets are projected, taking into account market conditions and the expected useful lives of the assets. The present value of these cash flows, determined using an appropriate discount rate, is compared to the current net asset value and, if lower, the assets are impaired to the present value. If the information to project future cash flows is not available or could not be reliably established, management uses the best alternative information available to estimate a possible impairment. Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss OOtthheerr SSiiggnniiffiiccaanntt AAccccoouunnttiinngg PPoolliicciieess ((ccoonnttiinnuueedd)) Goods and services tax/ value added tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”) or value added tax (“VAT”), except where the amount of GST or VAT incurred is not recoverable from the used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. taxation authority, it is recognised as part of the cost For recurring and non-recurring fair value of acquisition of an asset or as part of an item of measurements, external valuers may be used when expense. Receivables and payables are stated with internal expertise is either not available or when the valuation is deemed to be significant. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources Rounding of amounts of data. The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. the amount of GST or VAT included. The net amount of GST and VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST and VAT component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash Determination of fair values flows. When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either in the principal market or, in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss OOtthheerr SSiiggnniiffiiccaanntt AAccccoouunnttiinngg PPoolliicciieess ((ccoonnttiinnuueedd)) An impairment loss in respect of a financial asset recognised in respect of cash-generating units are measured at amortised cost is calculated as the allocated first to reduce the carrying amount of any difference between its carrying amount, and the goodwill allocated to cash-generating units (group of present value of the estimated future cash flows units) and then, to reduce the carrying amount of the discounted at the original effective interest rate. other assets in the unit (group of units) on a pro rata Individually significant financial assets are tested for basis. impairment on an individual basis. The remaining Impairment losses recognised in prior periods are financial assets are assessed collectively in groups assessed at each reporting date for any indications that share similar credit risk characteristics. that the loss has decreased or no longer exists. An All impairment losses are recognised in the statement of profit or loss and other comprehensive income. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost the reversal is recognised in the statement of profit or loss and Non-financial assets other comprehensive income. The carrying amounts of the Group’s non-financial assets, other than inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash- generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of profit or loss and other comprehensive income. Impairment losses impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been Significant accounting judgements, estimates and recognised assumptions The Group assesses impairment at the end of each reporting year by evaluating specific conditions that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using calculations which incorporate various key assumptions, including estimating diamond prices, foreign exchange rates, production levels & recoverable diamonds, operating costs, capital requirements & its eventual disposal and latest life of mine plans. Future cash flows expected to be generated by the assets are projected, taking into account market conditions and the expected useful lives of the assets. The present value of these cash flows, determined using an appropriate discount rate, is compared to the current net asset value and, if lower, the assets are impaired to the present value. If the information to project future cash flows is not available or could not be reliably established, management uses the best alternative information available to estimate a possible impairment. NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss OOtthheerr SSiiggnniiffiiccaanntt AAccccoouunnttiinngg PPoolliicciieess ((ccoonnttiinnuueedd)) Goods and services tax/ value added tax Financial Report For the year ended 31 December 2023 Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”) or value added tax (“VAT”), except where the amount of GST or VAT incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense. Receivables and payables are stated with the amount of GST or VAT included. The net amount of GST and VAT recoverable from, or payable to, the taxation authority is included as part of receivables or payables. Cash flows are included in the statement of cash flows on a gross basis. The GST and VAT component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash Determination of fair values flows. When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either in the principal market or, in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. recurring and non-recurring For fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources Rounding of amounts of data. The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. 103 Lucapa Diamond Company Limited | Annual Report 2023 | NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1199.. EEvveennttss SSuubbsseeqquueenntt ttoo RReeppoorrttiinngg DDaattee Financial Report For the year ended 31 December 2023 DDiirreeccttoorr’’ss DDeeccllaarraattiioonn Financial Report For the year ended 31 December 2023 On 25 January 2024, Lucapa notified shareholders of the proposed share consolidation of 5 shares to 1. If the proposed consolidation is approved by shareholders at the general meeting, the number of ordinary LOM shares on issue will reduce from 1,439,559,875 to 287,911,975. No other matters or circumstances have arisen since the end of the financial period, which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial periods. 1. In the opinion of the Directors of Lucapa Diamond Company Limited: a. the financial statements and notes, and the remuneration report in the Directors’ Report, as set out on pages 4 to 72, are in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Group’s financial position as at 31 December 2023 and of its performance for the financial period ended on that date; and ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; b. the financial report also complies with International Financial Reporting Standards as disclosed in the Statement of compliance on page 29; and c. Subject to the uncertainty outlined in the Directors’ report and basis of measurement sections, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. 2. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 for the financial year ended 31 December 2023. Signed in accordance with a resolution of the Directors. MILES KENNEDY Chairman Dated this 28th FEBRUARY 2024 104 | Lucapa Diamond Company Limited | Annual Report 2023 NNootteess ttoo tthhee CCoonnssoolliiddaatteedd FFiinnaanncciiaall SSttaatteemmeennttss 1199.. EEvveennttss SSuubbsseeqquueenntt ttoo RReeppoorrttiinngg DDaattee DDiirreeccttoorr’’ss DDeeccllaarraattiioonn Financial Report For the year ended 31 December 2023 Financial Report For the year ended 31 December 2023 On 25 January 2024, Lucapa notified shareholders of the proposed share consolidation of 5 shares to 1. If the proposed consolidation is approved by shareholders at the general meeting, the number of ordinary LOM shares on issue will reduce from 1,439,559,875 to 287,911,975. No other matters or circumstances have arisen since the end of the financial period, which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial periods. 1. In the opinion of the Directors of Lucapa Diamond Company Limited: a. the financial statements and notes, and the remuneration report in the Directors’ Report, as set out on pages 36 to 104, are in accordance with the Corporations Act 2001, including: i. giving a true and fair view of the Group’s financial position as at 31 December 2023 and of its performance for the financial period ended on that date; and ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; b. the financial report also complies with International Financial Reporting Standards as disclosed in the Statement of compliance on page 61; and c. Subject to the uncertainty outlined in the Directors’ report and basis of measurement sections, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. 2. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 for the financial year ended 31 December 2023. Signed in accordance with a resolution of the Directors. MILES KENNEDY Chairman Dated this 28th FEBRUARY 2024 105 Lucapa Diamond Company Limited | Annual Report 2023 | IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt Financial Report For the year ended 31 December 2023 Independent Auditor’s Report To the members of Lucapa Diamond Company Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Lucapa Diamond Company Limited (“Lucapa” or “the Company”) and its subsidiaries (“the Group”), which comprises the consolidated statement of financial position as at 31 December 2023, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group's financial position as at 31 December 2023 and of its financial performance for the year then ended; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatements. Our responsibilities under those standards are further described as in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty related to Going Concern We draw attention to Note 1 in the financial statements, which indicates that the Group incurred a net loss of US$17.2 million during the year ended 31 December 2023 and incurred cash outflows of US$2.9 million from operating activities with a net decrease of US$5.5 million in cash and cash equivalent for the year then ended. As stated in Note 1, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 106 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be key audit matters to be communicated in our report. • 2023 Group Highlights • 2023 Group highlights include: • • • • to the • • • • revenue: Key Audit Matters Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond Investment in Associate US$48.4 million (A$72.9 million); Refer to Note 11 Attributable EBITDA: US$8.3 million (A$12.9 Key Audit Matter The Group has 40% ownership in Sociedade million); Mineira Do Lulo Lda in Angola (“SML”) and 63,469 carats recovered on a 100% basis; has recognised its share of SML’s result since its formal incorporation in May 2016 as Lulo recovered 5 +100 carat diamonds for disclosed financial in note 11 statements. This investment was recorded the year and a total of 30,585 carats; using equity method under AASB 128 Mothae recovered a total of 32,884 carats; in Associates and Joint Investments Ventures. Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; Group is debt free after expunging interest- bearing debt in Q3; Mothae set new records for tonnes mined and processed; Lulo Kimberlite Exploration program Deferred Exploration and Evaluation Cost Refer to Note 10 Property Plant and Equipment diamondiferous 15 discovered its Key Audit Matter kimberlite; the Group has At 31 December 2023, evaluation and exploration significant Merlin Diamond Project Feasibility Study expenditure of $33.9 million which has been pivoted to low-cost, small-scale study capitalised. As the carrying value of exploration and evaluation expenditures option; and represents a significant asset of the Group, we Nick Selby appointed CEO and MD. considered it necessary to assess whether facts and circumstances existed to suggest In 2023, Lucapa continued to achieve the growth that the carrying amount of this asset may objectives against its goals: exceed its recoverable amount. Management of the Group considered whether there were any indicators of impairment. We considered it as a key audit matter due to its significance. • • • • • • th • • Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to The Group capitalises exploration and the previous year due to the recent evaluation expenditure in line with AASB 6 Exploration for and Evaluation of Mineral investment in new plant and fleet; Resources. The assessment of each asset’s Mothae set new records for tonnes mined future viability requires significant judgement. (up 23% yoy) and processed (up 22% yoy) following the improvements made processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; to Financial Report For the year ended 31 December 2023 • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. • • How our audit addressed the key audit matter Our audit work included, but was not restricted to, the following: • We verified Lucapa’s percentage holding in SML. • We reviewed the current year financial statements of SML and performed detailed tests of the key areas. How our audit addressed the key audit matter Our audit work included, but was not restricted to, the following: • We obtained the latest audited accounts of the Overall, the diamond market in 2023 could be Associate and compared with the amount record in described as and volatile. Macro-economic the Group’s financial statements. • We reviewed subsequently adjustments to the geopolitical factors contributed to weakness in investment for Lucapa’s share of SML’s profit or loss diamond prices, especially in the smaller-sized and other comprehensive income. rough diamonds as well as an imbalance between • We evaluate the impairment assessment of the supply and demand. The market for large, high- carrying value by reviewing ASX announcement regarding performance of the Associate. quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to • We obtained evidence that the Group has valid rights to explore in the areas represented by the capitalised lack in demand. exploration and evaluation expenditures by obtaining valid contracts giving the Group rights to explore, for a From October to December, some Indian diamond sample of capitalised exploration costs; manufacturers imposed a two-month moratorium • We enquired with management and reviewed budgets on rough diamond purchases in an attempt to bring to ensure that substantive expenditure on further stability to an oversupplied market. exploration for and evaluation of the mineral resources in the Group’s area of interest were planned; The G7 Countries (including the European Union) reviewed announcements made and reviewed minutes of announced in December a ban on Russian diamonds directors’ meetings to ensure that the company had followed by a phase-in of restrictions on the not decided to discontinue activities in any of its areas importation of Russian diamonds and diamond of interest; and jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. • We enquired with management to ensure that the enquired with management, • We 107 Lucapa Diamond Company Limited | Annual Report 2023 | 2023 Group Highlights • 2023 Group highlights include: • • • • • • • • • • • • • to There is a risk that amounts are capitalised which no longer meet the recognition criteria of AASB 6. Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; Impairment of PPE EBITDA: US$23.4 million (A$36.3 million) on Refer to Note 10 Property Plant and Equipment 100% basis; Key Audit Matter As at 31 December 2023, the Group has Attributable Rough diamond revenue: property, plant and equipment amounting to US$48.4 million (A$72.9 million); it’s Mothae related US$2.4 million operations (Mothae PPE). This has been Attributable EBITDA: US$8.3 million (A$12.9 dropped from US$15.3 million from last year. million); Mothae has incurred a loss of US$27.3 million during the year ended 31 December 2023 due 63,469 carats recovered on a 100% basis; to the global inflationary environment’s impact Lulo recovered 5 +100 carat diamonds for on material inputs, supply chain and the year and a total of 30,585 carats; processing constraints. An impairment of US$14.5 million in respect of Mothae has Mothae recovered a total of 32,884 carats; been charged to the income statement. Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML The assessment of the recoverable amount requires significant judgment, in particular dividends; relating to estimated cash flow projections and Group is debt free after expunging interest- discount rates. bearing debt in Q3; judgment, market the Due Mothae set new records for tonnes mined environment and significance to the Group’s and processed; financial statements, this is considered to be a key audit matter. Lulo Kimberlite Exploration program diamondiferous its 15 discovered Going Concern Refer to Note 1 - Basis of Preparation kimberlite; Key Audit Matter Merlin Diamond Project Feasibility Study The Group has an after-tax loss of US$17.2 pivoted to low-cost, small-scale study million for the full year ended 31 December 2023 (2022: after-tax loss of US$15.1 million). option; and Nick Selby appointed CEO and MD. level of to th In addition, the Group incurred cash outflows of US$2.9 million from operating activities with In 2023, Lucapa continued to achieve the growth a net decrease of US$5.5 million in cash and objectives against its goals: cash equivalent for the year then ended. • Lulo Alluvial Mine achieved 9% higher Under AASB101: Presentation of Financial processing volumes for the year compared to Statements, the directors of the Group are required to assess the appropriateness of the the previous year due to the recent preparation of the financial report on a going investment in new plant and fleet; concern basis. Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following the improvements made processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; to • • 108 Financial Report For the year ended 31 December 2023 • How our audit addressed the key audit matter Our audit work included, but was not restricted to, the following: of • • • • the the the • Checked management’s • Assessed • Reviewed reasonableness of impairment assessment of Mothae PPE in accordance with AASB 136 Impairment of Assets. Group had not decided to proceed with development of a specific area of interest, yet the carrying amount of the exploration and evaluation asset was unlikely to be recovered in full from successful development or sale. The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and accuracy the mathematical Improved safety performance at both management’s computation of the value in use. Diamond market operations. • We have critically evaluated management’s methodologies in preparing impairment model and documented basis for key assumptions. Overall, the diamond market in 2023 could be key assumptions such as diamond price, Carat described as and volatile. Macro-economic quantities, discount rate etc by evaluating underlying geopolitical factors contributed to weakness in data and work on other audit areas. diamond prices, especially in the smaller-sized financial statements. rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. • Reviewed adequacy of the related disclosures in the • Obtained management’s assessment of the going concern basis of preparation by reviewing future From October to December, some Indian diamond plans and tested cash flow projections prepared by manufacturers imposed a two-month moratorium the Group for consistency with our understanding of planned activities; on rough diamond purchases in an attempt to bring • Held discussions with management as to any future stability to an oversupplied market. plans and tested the forecasted cash flows for the twelve month period from the date of signing the The G7 Countries (including the European Union) financial statements for mathematical accuracy; announced in December a ban on Russian diamonds • Compared forecast expenditure against actual levels followed by a phase-in of restrictions on the of expenditure for the 2023 financial year and importation of Russian diamonds and diamond obtaining explanations for any significant variances; jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. How our audit addressed the key audit matter Our audit work included, but was not restricted to, the following: Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; 2023 Group Highlights • 2023 Group highlights include: Financial Report For the year ended 31 December 2023 • • • disclosures in the financial statements. The Group’s planned future activities are dependent on funding from amounts received from SML and other sources. These factors indicate existence of material uncertainty related to going concern which has been emphasised in the audit report. The exploration program identified 6 • Obtained representations from management and the diamondiferous kimberlites during the year directors as to the adequacy of cash resources; and taking the total to 15; • Assessed the adequacy and completeness of related The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. • • the use of revenue: Other Information The Group has prepared cash flow projections which include recovery of loan from associate. These projections are used to support the sufficiency of working capital. This area is a key audit matter due to the nature of the business, and the current financial position. Should it be inappropriate for the financial statements to be prepared on the going concern basis the values of certain assets and liabilities as set out in the financial statements might be significantly different. As such, the going concern assumption requires proper and due consideration. Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; Group is debt free after expunging interest- bearing debt in Q3; Mothae set new records for tonnes mined and processed; Lulo Kimberlite Exploration program diamondiferous 15 discovered kimberlite; Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study option; and Nick Selby appointed CEO and MD. The directors are responsible for the other information. The other information comprises the Review of Operations and Directors Report and other information included in the Group’s annual report for the year ended 31 December 2023 but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, 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. its th Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. Responsibilities of Directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In 2023, Lucapa continued to achieve the growth objectives against its goals: • In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. Auditor's Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following the improvements made processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; to 109 • • • • • • • • • • • • • • • Lucapa Diamond Company Limited | Annual Report 2023 | 2023 Group Highlights • Financial Report For the year ended 31 December 2023 2023 Group highlights include: • • • • • • • • • • • • • • • • • • revenue: • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. The exploration program identified 6 Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance diamondiferous kimberlites during the year with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can taking the total to 15; 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 the financial report. The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on • 100% basis; Attributable Rough diamond US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are million); appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of 63,469 carats recovered on a 100% basis; the Group’s internal control. Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; Group is debt free after expunging interest- bearing debt in Q3; Mothae set new records for tonnes mined and processed; Lulo Kimberlite Exploration program diamondiferous 15 discovered kimberlite; Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study We communicate with the directors regarding, among other matters, the planned scope and timing of the audit option; and and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Nick Selby appointed CEO and MD. Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. • Obtained sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. and related disclosures made by the directors. its th In 2023, Lucapa continued to achieve the growth objectives against its goals: We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. • From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following the improvements made processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; to • • 110 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; | Lucapa Diamond Company Limited | Annual Report 2023 Financial Report For the year ended 31 December 2023 • • • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. Overall, the diamond market in 2023 could be described as volatile. Macro-economic and geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 2023 Group Highlights 2023 Group highlights include: • • • • • • • • • • • • • • • • • Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond revenue: US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; bearing debt in Q3; and processed; Group is debt free after expunging interest- Mothae set new records for tonnes mined Lulo Kimberlite Exploration program th discovered its 15 diamondiferous kimberlite; option; and Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study Nick Selby appointed CEO and MD. In 2023, Lucapa continued to achieve the growth objectives against its goals: Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following improvements made to the processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; We have audited the Remuneration Report included on pages 47-51 of the directors' report for the year ended 31 December 2023. In our opinion the Remuneration Report of Lucapa Diamond Company Limited for the year ended 31 December 2023 complies with section 300A of the Corporations Act 2001. The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. revenue: 2023 Group Highlights • 2023 Group highlights include: • • • • • • • • • • • • • Report on the Remuneration Report Responsibilities Elderton Audit Pty Ltd Opinion on the Remuneration Report Full Year Group production guidance achieved; Rough diamond revenue: US$102.2 million (A$154.3 million) on a 100% basis at an average price of US$2,458 per carat; EBITDA: US$23.4 million (A$36.3 million) on 100% basis; Attributable Rough diamond US$48.4 million (A$72.9 million); Attributable EBITDA: US$8.3 million (A$12.9 million); 63,469 carats recovered on a 100% basis; Lulo recovered 5 +100 carat diamonds for the year and a total of 30,585 carats; Mothae recovered a total of 32,884 carats; Repatriation of US$7.9 million (A$11.9 million) in capital loan repayments and SML dividends; Group is debt free after expunging interest- Sajjad Cheema bearing debt in Q3; Director Mothae set new records for tonnes mined and processed; Perth Lulo Kimberlite Exploration program diamondiferous 15 discovered kimberlite; Merlin Diamond Project Feasibility Study pivoted to low-cost, small-scale study option; and Nick Selby appointed CEO and MD. 28 February 2024 its th In 2023, Lucapa continued to achieve the growth objectives against its goals: • • • Lulo Alluvial Mine achieved 9% higher processing volumes for the year compared to the previous year due to the recent investment in new plant and fleet; Mothae set new records for tonnes mined (up 23% yoy) and processed (up 22% yoy) following the improvements made processing plant in 2022; The Lulo Kimberlite Bulk Sampling Program processed a total of 26 samples during the year, or one every two weeks; to Financial Report For the year ended 31 December 2023 • • • The exploration program identified 6 diamondiferous kimberlites during the year taking the total to 15; The Merlin Diamond Project Feasibility Study advanced throughout the year before pivoting the study to focus on a low-cost smaller-scale pathway to development; Advanced the exploration projects in Angola, Australia and Botswana; Continued to generate additional margins for both operations from the cutting and polishing partnership; and Improved safety performance at both Diamond market operations. • • Overall, the diamond market in 2023 could be as described and volatile. Macro-economic geopolitical factors contributed to weakness in diamond prices, especially in the smaller-sized rough diamonds as well as an imbalance between supply and demand. The market for large, high- quality and exceptional rough diamonds felt less price pressure and mainly remained robust. In the retail market, diamond jewellery demand was weak, impacted by inflation especially in the world’s largest market, the United States. Strong demand from Chinese consumers failed to materialise during the year, due to a slowing economy, which added to lack in demand. From October to December, some Indian diamond manufacturers imposed a two-month moratorium on rough diamond purchases in an attempt to bring stability to an oversupplied market. The G7 Countries (including the European Union) announced in December a ban on Russian diamonds followed by a phase-in of restrictions on the importation of Russian diamonds and diamond jewellery from the beginning of 2024. The sanctions are designed to curb Russia’s ability to continue to finance the invasion of Ukraine. 111 Lucapa Diamond Company Limited | Annual Report 2023 | additional ASX information Additional ASX Information Capital Structure Ordinary Share Capital 289,141,849 ordinary fully paid shares held by 3,234 shareholders. Substantial shareholders As at 15 March 2024, substantial shareholder notices had been lodged with ASX by the following shareholders: NUMBER OF HOLDERS NUMBER OF SHARES FULLY PAID ORDINARY SHARES NUMBER HELD HOLDERS % OF ISSUED CAPITAL to 1,000 to 5,000 191 991 3.347,106 100.266 Ilwella Pty Ltd Regal Funds Management Pty Ltd Shadbolt Future Fund (Tottenham) Pty Ltd Tazga Two Pty Ltd as trustee For Tazga Two Trust 61,394,405(1) 16,932,101 (2) 64,000,000(1) 55,007,014(1) 7.62% 5.86% 5.02% 5.35% to 10,000 644 4,846,376 10,001 to 100,000 1,129 37,694,024 100,001 and above 279 243,154,117 SPREAD 1 1,001 5,001 As at 15 March 2024 there were 1,054 fully paid ordinary shareholders holding less than a marketable parcel. Note: (1) Disclosed on a pre-consolidation basis (2) Disclosed on a post-consolidation basis Voting rights Ordinary Shares On a show of hands, every member present in person or by proxy shall have one vote and upon a poll each share shall have one vote. Options and Performance Rights Options and performance rights carry no voting rights and convert to one ordinary share upon exercise. The Company announced the completion of the share consolidation on 12 March 2024. The table above reflects the substantial shareholder notices lodged with ASX at the date of this report. Further, the above details may not reconcile to the information in the Top 20 holders of quoted securities list as the shares may be held across multiple associated holdings or if updated substantial shareholder notices have not been required to be lodged with ASX. On-market buy-back There is no current on-market buy back. 113 Lucapa Diamond Company Limited | Annual Report 2023 | Additional ASX Information Top 20 holders of quoted securities FULLY PAID ORDINARY SHARES HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED CITICORP NOMINEES PTY LIMITED TAZGA TWO PTY LTD J P MORGAN NOMINEES AUSTRALIA PTY LIMITED SHADBOLT FUTURE FUND (TOTTENHAM) PTY LTD SAFDICO INTERNATIONAL LIMITED PONDEROSA INVESTMENTS (WA) PTY LTD UBS NOMINEES PTY LTD BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM BNP PARIBAS NOMINEES PTY LTD MR KENNETH JOSEPH HALL ALL-STATES FINANCE PTY LIMITED BNP PARIBAS NOMS PTY LTD ASHANTI INVESTMENT FUND PTY LTD PULLINGTON INVESTMENTS PTY LTD SUI HEE LEE SITUATE PTY LTD GREGORACH PTY LTD MR ALEXANDER JAMES WENTWORTH HILL MR BARNABY COLMAN CADDICK Unlisted option holders There is 1 holder of 1,000,000 $0.40 unlisted options expiring 30 July 2025. There are 10 holders of 7,102,574 performance rights with various expiry dates There are 9 holders of 2,080,560 performance rights expiring 31 December 2026 There are 9 holders of 1,975,053 performance rights expiring 30 June 2028 114 NUMBER HELD 27,223,230 20,530,081 17,402,520 11,432,476 10,813,155 9,921,918 9,678,534 6,200,000 5,045,878 4,821,293 4,400,000 4,260,000 3,897,481 2,880,000 2,840,050 2,800,000 2,752,667 2,413,382 2,400,000 2,360,000 % OF ISSUED CAPITAL 9.42% 7.10% 6.02% 3.95% 3.74% 3.43% 3.35% 2.14% 1.75% 1.67% 1.52% 1.47% 1.35% 1.00% 0.98% 0.97% 0.95% 0.83% 0.83% 0.82% 154,072,665 53.29% | Lucapa Diamond Company Limited | Annual Report 2023 Corporate Directory Registered Office & Principal Place of Business 34 Bagot Road, Subiaco Western Australia 6008 Contact Details Phone: +61 8 9381 5995 E-mail: general@lucapa.com.au Internet: www.lucapa.com.au Directors (as at 31 Dec 2023) Miles Kennedy: Non-Executive Director, Chairman Ross Stanley: Non-Executive Director Nick Selby: Managing Director/ Chief Executive Officer Company Secretary Mark Clements Share Registry Automic Pty Ltd Level 2 267 St Georges Terrace, Perth Western Australia 6000 Share Trading Facilities The Company’s ordinary shares are listed on the Australian Securities Exchange (Code: LOM) The Home exchange is Perth. Auditor Elderton Audit Pty Ltd Level 32 152 St Georges Terrace, Perth Western Australia 6000 115 Lucapa Diamond Company Limited | Annual Report 2023 | Definitions and Abbreviations A$ AIFRS AGM ASX Australian dollar Australian International Financial Reporting Standards Annual general meeting of shareholders Australian Securitues Exchange Attributable Attributable ownership in projects based on Lucapa’s % shareholding. This is a non-AIFRS measure AusND Brooking EBITDA Endiama Equigold ESG GoL GTD Index JIBAR Australian Natural Diamonds Pty Ltd (Lucapa 100% held; registered in Australia) Brooking Pty Ltd Earnings before interest, taxation, depreciation & amortisation and other non- trading items EBITDA is a non-AIFRS measure Endiama E.P. (Angola’s national diamond mining company) Equigold Pte Ltd (registered in Singapore) Environmental, Social and Governance Government of the Kingdom of Lesotho GTD Consulting Overall Rough Diamond Price Index Johannesburgh Interbank Agreed Rate June half, the half year or H1 The six months ended 30 June LTI Lost time injury Lucapa, the Company or LOM Lucapa Diamond Company Limited (ASX code: LOM) MB Merlin Mothae Mtpa New Azilian Orapa Rosas & Petalas QX 20XX Safdico SFD SML Specials the Board the Group the IDC Mining block Merlin Diamond Project, owned by AusND Mothae Diamonds (Pty) Ltd, registered in Lesotho (Shareholding: Lucapa 70% and GoL 30%). For AIFRS reporting, Mothae’s results are consolidated Million tonnes per annum New Azilian Pty Ltd Orapa Area F, Botswana Rosas & Petalas S.A. (Private venture partner in Lulo, registered in Angola) Reference to one of the quarter periods in a calendar year Safdico International, a subsidiary of Graff International Size frequency distribution Sociedade Mineira Do Lulo Lda, registered in Angola (Shareholding: Lucapa 40%, Endiama 32% and Rosas & Petalas 28%). For AIFRS reporting, SML’s results are included on an equity accounted basis Diamonds individually weighing in excess of 10.8 carats The Lucapa Board of Directors The Company, its subsidiaries and associates the Industrial Development Corporation of South Africa Limited the Second Half or H2 The six months ended/ ending 31 December VK US$ Z Star Volcaniclastic kimberlite United States dollar Z Star Mineral Resource Consultants Pty Ltd ZAR, R or Rand South African rand 116 | Lucapa Diamond Company Limited | Annual Report 2023 Lucapa Diamond Company ACN 111 501 663 Lucapa Diamond Company ACN 111 501 663 34 Bagot Road, Subiaco WA 6008 34 Bagot Road, Subiaco WA 6008 Tel: +61 8 9381 5995 Fax: +61 8 9380 9314 Email: general@lucapa.com.au Tel: +61 8 9381 5995 Fax: +61 8 9380 9314 www.lucapa.com.au Email: general@lucapa.com.au www.lucapa.com.au

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