Serabi Gold plc
Annual Report
2022
COMPANY NUMBER – 5131528
We are Serabi Gold plc:
A leading developer of gold
production in Brazil
We are a gold exploration and production company involved in the
evaluation and development of gold deposits in Brazil. The Group’s
primary interests are its 100 per cent owned Palito Complex and the
Coringa gold project where initial mine development commenced
during 2021 leading to initial gold production commencing in July
2022. Both interests are located in the Tapajos region of Brazil.
With little past systematic exploration undertaken in the region, the Tapajos presents a
unique and exciting opportunity. Reportedly up to 30 million ounces of gold has been
recovered by artisanal operations, and with only 7 million ounces of hard rock
resources identified to date, there is excellent scope for significant new gold discoveries
to be made
1
KEY FIGURES
Revenue
$58.7 million
Gold Production
31,819 ounces
Cash Flow from Operations
$1.9 million
Average Grade processed
6.14 g/t
Cash Held at 31 December 2022
$7.2 million
Bank Borrowings at 31 December 2022
$5.0 million
Cash Costs per Ounce
$1,322
AISC per Ounce
$1,615
Contents
Inside this report
STRATEGIC REPORT
CORPORATE GOVERNANCE
FINANCIAL STATEMENTS
Key Figures and Contents
Chair’s Statement
Chief Executive Officer’s Review
Mineral Reserves and Resources
2
4
5
8
Board of Directors
41
Independent Auditor’s Report
Governance Report
43
Group Statement of Comprehensive
Income
Audit Commi=ee Report
51 Group Balance Sheet
Remuneration Commi=ee Report
57 Company Balance Sheet
Strategy and Business Model
11
Sustainability Commi=ee
Stakeholder Engagement
14 Directors’ Report
Section 172 Statement
Chief Financial Officer‘s Review
Going Concern and Longer-Term
Prospects
Risks and Controls
Environmental and Social
17
19
23
25
33
71
72
Group Statement of Changes in
Equity
Company Statement of Changes in
Equity
Group and Company Cash Flow
Statements
Notes to the Financial Statements
Glossary
Corporate Information and Advisers
77
82
83
84
85
86
87
88
131
133
2
Strategic Report
Strategic Report
Contents
Chair’s Statement
4
5
Chief Executive Officer’s Review
8 Mineral Reserves and Resources
11 Strategy and Business Model
14 Stakeholder Engagement
17 Section 172 Statement
19 Chief Financial Officer‘s Review
23 Going Concern and Longer-Term Prospects
25 Risks and Controls
33 Environmental and Social
3
Strategic Report
Chair’s Statement
Dear Shareholders
I am very pleased to introduce this Annual Report, the first since I took on the role of Chair of Serabi in August 2022. These first
nine months have served to reinforce my belief in Serabi’s potential to deliver strong growth for its shareholders. We have seen
initial gold production being generated from the Coringa mine as development of this mine continues. Gold production from
Coringa was more than 2,000 ounces during the first quarter of 2023 and the grades being mined and the continuity of these high-
grade areas have, so far, exceeded our expectations. This bodes well for the future, and we remain hopeful that the completion
of the licencing process later this year will provide the opportunity to secure financing and allow the Group to develop Coringa
to its full potential.
The indigenous impact report (“ECI”) that has been undertaken on behalf of the Group in relation to Coringa, was finalised at the
end of April 2023, and is now being reviewed by the indigenous communities and will then be passed to FUNAI, the government
agency responsible for the Brazilian indigenous people, for their final approval. We expect that these approvals will unlock the
delay in the award of the Installation Licence by SEMAS, the state environmental authority. In the meantime, we are separately
progressing the renewal of the existing trial mining licence (“GUIA”) under which the current mining activities are authorised, to
ensure that mine development and ore production can continue. With the ECI completed and therefore the requirement of the
Brazilian court order satisfied, we believe the legal departments of SEMAS and the ANM will not be restricted in their ability to
issue new licences for the project.
After a difficult start to 2022, it was pleasing to see that management were able to deliver on and in fact exceed the revised
production guidance for 2022. The Palito deposit continues to grow, and it seems that every month the geological team identifies
a new vein either through mine development or from underground drilling for mine planning purposes. From the information
available to us today, we anticipate that the Palito deposit will continue to be able to successfully produce in the region of 30,000
ounces per annum potentially for many years to come, as the ore body remains open at depth and along strike. The ability to start
gold production from Coringa so early in its development has helped offset the ongoing mining and development costs and will
help take up some of the shortfall in production that will arise from the plan to focus on growing the mineable resource at Sao
Chico over the next twelve to eighteen months, during which time the mining activities at Sao Chico will be suspended.
The strategy to initially install only a crushing plant and ore sorter at Coringa, and trucking the upgraded ore for processing at
Palito, will significantly reduce the upfront capital requirements for the project. We have all become aware of significant cost
inflation affecting all industry sectors over the past two years, and this provides a solution with a much reduced financial and
operational risk compared with building a full-scale process plant from the outset. We want to retain the optionality to construct
a full plant in the future, but this strategy will nonetheless allow the Group’s gold production to expand to approximately 60,000
ounces over the next couple of years as output from Coringa grows. Depending on how further evaluation of Sao Chico and
Coringa develops during this time, an optimised decision can be made and, with an expanded production base and therefore cash
flow, this should make financing of any new plant easier.
Whilst I and the rest of your Board will continue to work closely with management on the operational and financial aspects of the
business, I will also be focussed on enhancing some other aspects and in particular to ensure that the Board is closely monitoring
the Group’s Health and Safety obligations and also improving its level of ESG reporting and seeking to ensure that it is meeting
best practice. Increasingly we are seeing institutional investors adopting stricter mandates for their qualifying investments and
we need to ensure that Serabi continues to attract the widest possible investor audience. We have recently established a
Sustainability Committee and its scope is summarised later in this Annual Report. It will investigate ways in which the Group
can improve its environmental performance, monitor our tailings dam exposure and our commitments to local communities.
Serabi is already in the lower half for gold producers for greenhouse gas emissions and reduced its CO2 levels per gold ounce by
10% between 2021 and 2022. However, we will look at ways in which we can continue to improve, in particular given the
sensitivities that we face in operating in this part of Brazil.
I am aware that the last couple of years have been challenging for Serabi and it has faced some difficult headwinds in being able
to move forward with the development of Coringa. Whilst I have no doubt regarding the challenges ahead, I do believe that there
are many reasons to have optimism for the future. I would like to convey my thanks to my predecessor, Nicolas Bañados, for his
work in helping to guide Serabi through this period and leaving the Group in a position where it is now able to capitalise on the
opportunities that are presented. I hope that over the coming months I will have the opportunity to meet in person with some of
our shareholders and look forward to sharing the challenges and rewards that the next 12 months present.
Michael D Lynch-Bell
Chair
2 May 2023
4
Strategic Report
Chief Executive Officer’s Review
2022 has been a transformational year for Serabi. Production at the Palito Complex was stabilised following issues arising
because of the COVID-19 pandemic, development of the Coringa project continued to progress with excellent results and first
gold produced in July 2022 and three successful discovery holes drilled into the previously untested Matilda target, identified
a very exciting copper-molybdenum-gold porphyry discovery.
Serabi’s continued success is dependent on our loyal workforce and positive relationships with the communities within which
we operate. The health and safety of our employees remains our top priority and I am delighted that the training and initiatives
we have put in place continue to deliver positive results. Many of our employees come from the communities neighbouring our
operations with 70% resident in the State of Para. Additionally, we procured 45% of goods and services from the State of Para,
further benefitting the local community. With the small footprint of our high-grade underground mines, we minimise our impact
on the environment. Our greenhouse gas emissions, at 0.37 tCO2e/Au oz, are in the lower quartile for gold producers and
initiatives such as the use of ore sorting, reduce the volume of tailings we produce. We continue to monitor biodiversity within
our operating sites and protect primary rainforest in areas under our control.
During 2023 we will continue to work on our social and environmental programmes alongside our planned production growth
with the objective of delivering value for all our stakeholders.
Production Results 2022
Gold production for 2022 of 31,819 ounces, ahead of revised guidance.
The Palito mine continued to perform extremely well, contributing significantly to the Group’s gold production and later in the
year first gold was produced from Coringa with ore being trucked and processed through the Palito process plant. During 2023
we expect Coringa to continue to supplement the ore produced from Palito and keep that process plant utilised to the fullest
extent. The gold production from Coringa did to some extent offset the production issues encountered at the São Chico orebody,
which resulted in the reduction in production guidance announced during the first quarter of 2022
Production from the Palito orebody continued to be predominately from the Chico da Santa sector where exceptional grades
were, and continue to be, encountered. Combined with opening-up of additional production areas, the grade and continuity of
the orebody facilitated an increase in production, in part also offsetting the shortfall from São Chico.
Targeted at growing the Group’s mineral resource inventory, extending mine life and allowing the establishment of a robust
longer term mine plan, an extensive underground exploration drilling programme was embarked on during 2022. Over 17,000
metres of drilling was completed, much of this being within the Palito orebody, the results of which have further extended a
number of key sectors. Large step-outs have been tested on the veins of Chico de Santa, G3 Central, G3 North and Senna at depth.
The issues encountered at São Chico resulted from a number of factors, compounded by the challenges of operating during the
COVID-19 pandemic. The focus of production at São Chico was on the Julia Vein with mechanised long hole open stoping, the
methodology used successfully in the Main Vein at São Chico, being employed. However, dilution was significantly higher than
anticipated due to the presence of extensive faults and intrusive dykes, not seen elsewhere at São Chico, which disrupted the
orebody. These faults and intrusive dykes frequently cross-cut the orebody and are therefore parallel to the drilling direction and
so not identified from drilling. In addition, with significant mine development which we had to curtail during the COVID-19
pandemic, there was insufficient flexibility within the mine plan to begin mining in other sectors of São Chico. The mining
methodology was immediately changed to shrinkage stoping which is successfully used at Palito and, being more selective,
reduces dilution. During the remainder of the year and with the prospect of higher grade production from Coringa, mining
activity has been steadily reduced with mining crews and equipment being moved to Coringa to assist with the initial
underground mine development and the focus at São Chico was on mining defined blocks from the existing development. In-fill
and step-out drilling at São Chico will be undertaken to improve the confidence across a number of sectors prior to further
development activity.
The development of the Coringa mine, which began in the second half of 2021, made excellent progress during 2022 with the
ramp being extended to the 290mRL and total development reaching 1,791 metres with more than 1,000 meters being in ore. The
continuity of the Coringa orebody exceeded expectations and made resue mining, also known as split blasting, possible whereby
ore and waste in the ore drives are separately blasted and removed reducing dilution within development ore. High grade
development ore from Coringa was trucked to the Palito processing plant during the year and with development now on three
levels, stoping will begin in 2023 generating increasing volumes of high grade ore for trucking to Palito. Coringa ore was also
tested through the Palito ore sorter, which confirmed its amenability to optical sorting. The results have been so positive, with
5
Strategic Report
Chief Executive Officer’s Review
batch samples delivering a three-fold increase in grade within a third of the mass and with very minimal gold losses, that the
decision was made to amend the Coringa processing flow sheet and incorporate an ore sorter at the front end. With trucking
costs remaining highly competitive, the initial development plan for Coringa is to install a crusher and ore sorter and continue
trucking upgraded ore to Palito for further processing. This has the advantages of significantly reducing the initial capital
expenditure and consolidating all gold production and tailings at a single site, whilst at the same time maintaining the original
Coringa production ramp-up. The amenability of the Coringa ore to upgrading through the ore sorter was a further factor in the
decision to reduce activity at São Chico where the ore is not amenable to ore sorting. Management estimates that the Palito plant
has sufficient capacity to process upgraded ore from Coringa and Palito and generate up to 65,000 ounces per year. With
exploration success or a restart at São Chico, a modest plant expansion, such as installing additional milling capacity, could
support a further production increase. Alternatively, the full plant could be built at Coringa, freeing up space in the Palito plant.
While the final permit for the full development of Coringa has been delayed, progress continues to be made. Following the appeal
by the Public Prosecutor in Para state (as previously announced on 9 December 2021 and 23 August 2022), the additional
indigenous study requested by the authorities has now been completed and submitted to the authorities for review. Support and
co-operation from the indigenous communities throughout this process has been very positive. This additional study had not
initially been requested or required as part of the application process and would normally have formed part of the studies
required in advance of the successful public hearing which took place in February 2021. Management considers that as the report
concluded that there were no significant implications of the Coringa project for the indigenous communities, the acceptance by
the authorities of the findings of this study remains the final impediment to the award of the Installation Licence (“LI”) required
for the construction of a full processing plant. It is therefore hoped that this LI will be awarded during the middle of 2023.
SUMMARY PRODUCTION STATISTICS FOR 2022 AND 2021
Qtr 1
Qtr 2
Qtr 3
Qtr 4
2022
2022
2022
2022
Full
Year
2022
Qtr 1
Qtr 2
Qtr 3
Qtr 4
2021
2021
2021
2021
Full
Year
2021
Group
Gold production (1)(2)
Mined ore
Ounces
Tonnes
7,062
8,418
8,542
7,798
31,819
8,087
9,048
9,035
7,678
33,848
40,606
44,008
46,863
42,264
173,741
40,371
43,051
42,240
44,599
170,261
Gold grade (g/t)
5.95
6.26
6.22
6.01
6.12
6.27
7.12
7.18
5.81
6.59
Milled ore
Tonnes
41,357
43,488
44,867
42,692
172,404
41,462
43,679
41,995
43,663
170,799
Gold grade (g/t)
5.72
6.43
6.34
6.05
6.14
6.27
7.09
7.20
5.90
6.61
Palito Complex
Gold production (1)(2)
Mined ore
Ounces
Tonnes
7,062
8,418
7,972
7,355
30,807
8,087
9,048
9,035
7,678
33,848
40,606
44,008
43,180
38,293
166,087
40,371
43,051
42,240
44,599
170,261
Gold grade (g/t)
5.84
6.26
6.28
6.20
6.15
6.27
7.12
7.18
5.81
6.59
Milled ore
Tonnes
41,357
43,488
42,257
39,573
166,675
41,462
43,679
41,995
43,663
170,799
Gold grade (g/t)
5.72
6.43
6.30
6.17
6.16
6.27
7.09
7.20
5.90
6.61
Horizontal development
Metres
2,938
3,353
2,458
2,245
10,994
3,573
2,961
2,842
3,318
12,694
Coringa
Gold production (1)(2)
Mined ore
Ounces
Tonnes
570
443
1,013
3,683
3,971
7,654
Gold grade (g/t)
5.46
4.15
4.78
Milled ore
Tonnes
Gold grade (g/t)
Horizontal development
Metres
212
302
2,610
3,119
5,729
7.00
632
4.58
645
5.68
1,791
Exploration
The Group has enjoyed significant success, during 2022, extending the Palito orebody laterally, on strike and at depth. An
independent 43-101 technical report has been commissioned to provide an updated mineral reserve and resource estimate for
6
Strategic Report
Chief Executive Officer’s Review
Palito and São Chico, together the Palito Complex. The technical report and revised mineral reserve and resource estimate are
expected to be issued during the second quarter of 2023.
Following a number of years of regional exploration across the Palito Complex tenement package, including extensive mapping
and geophysical and geochemical surveys, a number of high priority targets have been identified. These include the Matilda
prospect, a four kilometre by four kilometre geochemical anomaly with a two kilometre by two kilometre Au-Cu-Mo-W core and
a coincident area of anomalous high magnetic susceptibility. The prospect was drilled during 2022 confirming the discovery of a
Cu-Au-Mo porphyry system with anomalous mineralisation encountered along the entire length of each of the three holes (more
than 200 metres for each hole) with average grades of each hole over 0.2% copper equivalent. The Group engaged a number of
experienced independent porphyry experts to assist with analysing the results of the first three drill holes and developing the
subsequent phase of exploration. Given the scale of the target and success of the initial three drill holes, Matilda represents an
extremely exciting prospect. Further, Matilda represents one of five compelling, zoned multi-element, soil geochemical anomalies
defined by the exploration team in recent years. Follow-up exploration at Matilda and the other high priority targets is planned
for 2023 with drill rigs arriving on site during April 2023 and activity starting before the end of that month.
The lower than initially planned level of gold production for 2022, impacted on the cash flow generation for the year and with
the desire to prioritise spending on growing the production mineral resources, other significant regional exploration activity that
had originally been planned for 2022 was deferred.
I would like to convey my thanks to all of Serabi’s staff for all their efforts and dedication over the past year. We regularly receive
visitors to our operations, including other mining companies and broker’s analysts, who have all been very complementary
regarding the professionalism and unity of the team. It is that collective effort which will help the Group achieve its goals going
forward.
Michael Hodgson
Chief Executive
2 May 2023
7
Strategic Report
Mineral Reserves and Resources
The Group completes in-house mineral resource and reserve estimates on a regular basis and discloses mineral reserves and
resources using the definitions adopted by the Canadian Institute of Mining, Metallurgy and Petroleum, and in accordance with
NI 43-101. The scientific and technical information pertaining to the Palito and São Chico gold deposits has been reviewed and
approved by Michael Hodgson BSc, MSc FIMMM, who is a qualified person under National Instrument 43-101 – Standards of
Disclosure for Mineral Projects ("NI 43-101") and who has acted as the qualified person under the AIM Rules (“Qualified Person”).
The Qualified Person has verified the information disclosed herein, including the sampling, preparation, security and analytical
procedures underlying the information or opinions contained in this announcement in accordance with standards appropriate to
their qualifications.
Whilst the Group takes all reasonable care in the preparation and verification of the mineral reserve and resource figures, the
figures are estimates based in part on forward-looking information.
Estimates are based on management’s knowledge, mining experience, analysis of drilling results, the quality of available data and
management’s best judgement. They are, however, imprecise by nature, may change over time, and include many variables and
assumptions including geological interpretation, commodity prices and currency exchange rates, recovery rates, and operating
and capital costs.
There is no assurance that the indicated levels of metal will be produced, and the Group may have to re-estimate the mineral
reserves based on actual production experience. Changes in the metal price, production costs or recovery rates could make it
unprofitable to operate or develop a particular deposit for a period of time.
The most recent estimate was completed effective of 31 December 2021 and is summarised below. The mineral resource estimate
for the Palito Mine considers all available core drilling, underground chip sampling and other geological sampling by Serabi
generated during the period mid-2002 to December 2021. For the São Chico Mine, the mineral resource estimate, also prepared by
Serabi, considers core drilling chip sampling and other sampling by Serabi and previous operators during the period September
2011 to December 2021.
A new estimate effective as of 31 December 2022 of the mineral resources and mineral reserves of the Palito and São Chcio
orebodies is being prepared and will be included in an independent third party technical report to be produced, in compliance
with Canadian National Instrument 43-101, during 2023. There has been no additional exploration work undertaken on the
Coringa orebodies since June 2019, the effective date of the last mineral resource estimation and no new estimate will be made as
part of the 2023 independent third party technical report.
The Mineral Resource Statements presented herein were prepared in house by Serabi’s mining planning and mine geology
personnel and audited by Mr Michael Hodgson CEO of Serabi Gold plc, who is a Qualified Person under NI 43-101.
Table 1- Mineral Resource Statement, Palito Mine, Para State, Brazil, as of 31 December 2021
Classification
Measured
Indicated
Measured and Indicated
Inferred
Quantity
(t)
39,203
1,093,178
1,132,380
882,083
Grade Au
(g/t)
6.63
5.22
5.27
5.00
Contained
Metal Au
(oz)
8,360
183,594
191,954
141,798
During 2022, Serabi mined 116,301 tonnes of mineral resources at an average grade of 6.75g/t from the Palito orebody. Management estimates
that new mineral resources identified by the underground drilling programme completed during 2022 will have more than offset this depletion
from production of the mineral resource.
Notes to Table 1:
Mineral Resources are not Mineral Reserves and have not demonstrated economic viability.
Mineral Resources are reported inclusive of Mineral Reserves.
Mineral Resources are reported within classification domains inclusive of in situ dilution at cut-off grade of 3.10 g/t gold assuming an underground
Figures are rounded to reflect the relative accuracy of the estimates.
extraction scenario, a gold price of US$1,500/oz, a 5.0:1 Brazilian Real to U.S. Dollar exchange rate and metallurgical recovery of 91%.
Polygonal techniques were used for Resources estimates.
Serabi is the operator and owns 100% of the Palito Mine such that gross and net attributable mineral resources are the same. The mineral resource
estimate was prepared by the Group in accordance with the standard of CIM and NI 43-101, with an effective date of 31 December 2021, and audited
and approved by Mr. Michael Hodgson, CEO of Serabi Gold plc, who is a Qualified Person under NI 43-101.
8
Strategic Report
Mineral Reserves and Resources
Table 2- Mineral Resource Statement, São Chico Mine, Para State, Brazil, as of 31 December 2021
Classification
Measured
Indicated
Measured and Indicated
Inferred
Quantity
(t)
Grade Au
(g/t)
9,620
360,513
370,132
547,581
8.38
5.00
5.09
4.55
Contained
Metal Au
(oz)
2,590
57,950
60,540
80,131
During 2022, Serabi mined 47,205 tonnes of mineral resources at an average grade of 4.67g/t from the São Chico orebody. Management also
estimates that infill drilling at depth on the Main Vein and considering the effects of intrusive dykes that were encountered on the Julia Vein
have together combined to reduce the mineral resources at São Chico. Management estimates that the mineral resource set out above may have
been reduced by a further 60,000 and 65,000 ounces.
Notes to Table 2
• Mineral Resources are not Mineral Reserves and have not demonstrated economic viability.
• Mineral Resources are reported inclusive of Mineral Reserves.
• Figures are rounded to reflect the relative accuracy of the estimates.
• Mineral Resources are reported within classification domains inclusive of in situ dilution at a cut-off grade of 2.85 g/t gold assuming an underground
extraction scenario, a gold price of US$1,500/oz, a 5.0:1 Brazilian Real to US Dollar exchange rate and metallurgical recovery of 95%.
• Polygonal techniques were used for Resources estimates.
• Serabi is the operator and owns 100% of the Palito Mine such that gross and net attributable mineral resources are the same. The mineral resource
estimate was prepared by the Group in accordance with the standard of CIM and NI 43-101, with an effective date of 31 December 2021, and audited
and approved by Mr Michael Hodgson, CEO of Serabi Gold plc, who is a Qualified Person under NI 43-101.
The above estimation was made prior to the issues relating to the Julia Vein being understood. Of the total mineral resource of
141,000 ounces approximately 27,000 ounces related to the Julia Vein of which 6,700 ounces were classified as reserves and had
been expected to be mined during 2022. The Group expects that the remaining mineral resource estimated for the Julia Vein, will
continue to be available to be mined using selective mining techniques. The Group engaged an independent consultant to support
management’s opinion that the geological setting of Julia was confined only to this part of the São Chico deposit. The consultant
also reported that in his opinion the effect on the mineral resource estimation for São Chico was less than 10%.
The Mineral Reserve Statements presented herein were prepared in house by Serabi’s mining planning and mine geology
personnel and audited by Mr Michael Hodgson CEO of Serabi Gold plc, who is a Qualified Person under NI 43-101, based on the
Measured and Indicated mineral resource estimates presented herein.
Mineral resources are converted to mineral reserves using the assumptions, parameters and methods discussed elsewhere in this
report and using a methodology consistent with that used for the preparation of the Palito Mining Complex Technical Report.
Proven mineral reserves are reported within the Measured classification domain, and Probable mineral reserves are reported
within the Indicated classification domain.
Table 3- Mineral Reserve Statement, Palito Mine, Para State, Brazil, as of 31 December 2021
Classification
Proven
Probable
Total Reserves
Quantity
(t)
Grade Au
(g/t)
Contained
Metal Au
(oz)
43,123
6.03
8,360
208,411
7.43
49,796
251,534
7.19
58,156
During 2022, Serabi mined 116,301 tonnes of mineral resources at an average grade of 6.75g/t from the Palito orebody. Management estimates
that new mineral resources identified by the underground drilling programme completed during 2022 will have more than offset this depletion
from production of the mineral resource.
9
Strategic Report
Mineral Reserves and Resources
Notes to Table 3
• Mineral Reserves have been rounded to reflect the relative accuracy of the estimates. Proven underground Mineral Reserves are reported within the
Measured classification domain, and Probable underground Mineral Reserves are reported within the Indicated classification domain. Proven and
Probable underground Mineral Reserves are inclusive of external mining dilution and mining loss and are reported at a cut-off grade of 3.70 g/t gold
assuming an underground extraction scenario, a gold price of US$1,500/oz, a 5.0:1 Brazilian Real to US Dollar exchange rate, and metallurgical
recovery of 91%.
• Serabi is the operator and owns 100% of the Palito Mine such that gross and net attributable mineral reserves are the same. The mineral reserve
estimate was prepared by the Group in accordance with the standard of CIM and NI 43-101, with an effective date of 31 December 2021, and audited
and approved by Mr Michael Hodgson, CEO of Serabi Gold plc, who is a Qualified Person under NI 43-101.
Table 4 - Mineral Reserve Statement, São Chico Mine, Para State, Brazil, as of 31 December 2021
Classification
Proven
Probable
Total Reserves
Quantity
(t)
Grade Au
(g/t)
Contained
Metal Au
(oz)
12,505
6.44
2,590
35,204
5.83
6,598
47,709
5.99
9,188
During 2022, Serabi mined 47,205 tonnes of mineral resources at an average grade of 4.67g/t from the São Chico orebody. Management also
estimates that infill drilling at depth on the Main Vein and considering the effects of intrusive dykes that were encountered on the Julia Vein
have together combined to reduce the mineral resources at São Chico. . Management estimates that the mineral resource set out above may
have been reduced by a further 60,000 and 65,000 ounces.
Notes to Table 4:
• Mineral Reserves have been rounded to reflect the relative accuracy of the estimates. Proven underground Mineral Reserves are reported within the
Measured classification domain, and Probable underground Mineral Reserves are reported within the Indicated classification domain. Proven and
Probable underground Mineral Reserves are inclusive of external mining dilution and mining loss and are reported at a cut-off grade of 3.45 g/t gold
assuming an underground extraction scenario, a gold price of US$1,500/oz, a 5.0:1 Brazilian Real to US Dollar exchange rate, and metallurgical
recovery of 95%.
• Serabi is the operator and owns 100% of the São Chico Mine such that gross and net attributable mineral reserves are the same. The mineral reserve
estimate was prepared by the Group in accordance with the standard of CIM and NI 43-101, with an effective date of 31 December 2021, and audited
and approved by Mr Michael Hodgson, CEO of Serabi Gold plc, who is a Qualified Person under NI 43-101.
Table 5 - Mineral Resources Statement, Coringa Gold Project, Para State, Brazil, as of 31 August 2019.
The current Mineral Resource estimates for the Coringa Mine (Table 5) are based on data as at 30 June 2019.
Classification
Indicated Resources
Inferred Resources
Quantity
Grade
Contained Metal
000’t
735
1,645
Gold
g/t
8.24
6.54
Gold
000'oz
195
346
During 2022, Serabi mined 10,235 tonnes of mineral resources at an average grade of 5.17g/t from the Coringa orebody
Notes to Table 5:
(1) Mineral Resources have been rounded. Mineral Resources are not Mineral Reserves and have not demonstrated economic viability. Mineral Resources
are reported inclusive of Mineral Reserves. All figures are rounded to reflect the relative accuracy of the estimates. Underground Mineral Resources
are reported within classification domains inclusive of in-situ dilution at a cut-off grade of 2.0g/t gold assuming an underground extraction scenario,
a gold price of US$1,500/troy oz, an operating cost of $100/t, and metallurgical recovery of 95%.
(2) Serabi is the operator and owns 100% of the Coringa gold project such that gross and net attributable mineral resources are the same. The mineral
resource estimate was prepared by Global Resource Engineering in accordance with the standard of CIM and Canadian National Instrument 43-101,
with an effective date of 31 August 2019 by Mr Kevin Gunesch and Dr Hamid Samari, who are both Qualified Persons under the Canadian National
Instrument 43-101.
10
Strategic Report
Strategy and Business Model
Serabi has been present in the Tapajos region of Brazil for over 20 years during which time
it has established a loyal and committed work force and developed strong relationships with
local communities and government agencies.
Management wants to build on this base to grow Serabi’s gold production and resource
inventory in a measured and sustainable manner, minimising financial, environmental and
social risk as much as possible.
STRATEGY
Sustainable production
1.
Producing operations provide the foundation for longer term
growth
Cash flow from current operations provides funding for exploration and improves
debt capacity for new projects
2.
Exploration
Development
Identify high-quality opportunities through exploration
within the Group’s highly prospective tenement holdings
The Tapajos region remains one of the most under-developed gold districts in the
world given historic production records. It therefore presents an excellent
opportunity for hosting significant gold deposits which with Serabi existing
infrastructure are capable of being rapidly developed into producing operations
3.
Leverage off an experienced work force, strong community
and regional support to bring new opportunities into
production
The Group has already commenced gold production at Coringa whilst full
permitting approvals are sought. This has been possible through the support of
local communities and government agencies
4.
The São Chico and Coringa projects are a demonstration of
Serabi’s ability to acquire complimentary development
projects offering attractive financial returns and maintaining
a focused gold production company
The Group continues to evaluate other projects that it believes can boost Serabi’s
production potential whilst maintain geographical focus and building on its
existing operational base and relationships.
Acquisition
LINK TO PRINCIPAL
RISKS
2, 3, 5, 6, 7, 8, 9
1, 2, 5, 6
1, 2, 4, 5, 6
1, 4, 7, 8
11
Strategic Report
Strategy and Business Model
The Group’s current focus remains the successful development of its Coringa project. Gold production is already underway
with run of mine ore (“ROM”) being transported to the process plant at Palito. Ore sorting technology has been proven to
work extremely well with the ore currently being produced at Coringa. Management consider that the installation of an ore
sorter at Coringa can negate any immediate need for a full scale plant at Coringa and instead use plant capacity that currently
exists at Palito.
The Group’s São Chico mining operation has been suspended to allow the ROM from Coringa, which has a higher average
grade, to be processed and maximise the production capability of the existing process plant. This allows time for management
to grow the mineral resource at São Chico and prove up new areas for future mining activities. The decision to restart São
Chico operations will require either an expansion of the existing Palito plant or construction of a dedicated plant at Coringa.
In the meantime, management anticipates that the current strategy will allow Serabi to grow its production from Coringa at a
much lower initial capital cost and with significantly lower financial and development risk.
Our focus is to pursue gold mining opportunities appropriate to the Group’s size and capabilities, working closely with
governing bodies and communities to produce successful and responsible returns.
Growth opportunities from mine development and exploration activities
The Group’s successful initial development of the Serra orebody of the Coringa gold project, is the first stage of this new mine
which is projected to reach its full production potential over the coming years as production from the Serra ore body increases
12
Strategic Report
Strategy and Business Model
and the Group develops the Meio and Galena sectors which form the rest of the project as it has currently been identified. Whilst
the Group needs to secure additional finance to achieve the next stages of development, work today has identified that ore
recovered from the Serra deposit is very amenable to ore-sorting. Test work demonstrates the mass of the material that would
otherwise be processed can be reduced by between 45 per cent and 50 per cent. This significantly reduces the process plant
requirements and the level of mine tailings that will be generated. During 2022, ore recovered from Coringa has been transported
to the Palito Complex for processing and this will continue during 2023. Management envisages the installation of a crusher and
ore-sorter at Coringa and continuing to transport a higher-grade product to Palito for processing for the next few years. This will
significantly reduce the upfront capital costs of the project and eliminate significant build, performance and cost over-run risk
involved with the construction of a full independent plant. Management has estimated that making efficient use of ore-sorting
of Coringa and Palito ore would allow Coringa to achieve its originally projected gold production levels without the requirement
for any significant modification of the current 500 tpd plant at Palito.
At the current time mining operations at São Chico have been suspended and the Group will focus on rebuilding the mineral
inventory and identifying additional deposits in the immediate vicinity of São Chico. São Chico ore cannot currently be
beneficiated using ore-sorting and consequently the feed-grade of São Chico ore will always be lower than that from Coringa and
Palito and therefore of lower priority, particularly whilst the operations of the Group are limited by the capacity of the processing
plant. Mining operations will be re-established once the mineral inventory has been built up, but may require an expansion to
the processing plant to accommodate this additional ore-feed.
With enhanced cash flow anticipated from the increased production to be generated from the development of Coringa, it is
expected that such a modular expansion could be funded from cash flow. The Group already owns two additional ball mills that
could be integrated into its existing process plant as part of an expansion of capacity.
The Group also anticipates on-going evaluation of its prospective exploration tenements and development of some of the
discoveries that it has made to date. The recent discovery of the Matilda Cu-Mo-W deposit close to São Chico is extremely exciting
but as a copper porphyry deposit may be beyond the near-term financial resources of the Group. It has attracted the interest of a
variety of major mining groups and management will pursue options to evaluate this discovery which may help reduce the
financial burden on the Group’s resources, without compromising the Group’s desire to grow its portfolio of gold opportunities
which it will continue to progress with its own resources.
Both the potential development of existing assets and the acquisition of new assets will be carefully assessed considering the risks
involved in each case, the necessary funding requirements, and the potential value opportunity for the Group and its
shareholders.
13
Strategic Report
Stakeholder Engagement
Meeting the needs of all stakeholders
The delivery of our strategy is reliant on the support and commitment of our stakeholders
Key Stakeholder Groups
EMPLOYEES
Why we engage
Serabi’s employees, their welfare
and working conditions are
fundamental to our business. To
drive the success of the business, we
need to have a motivated workforce.
Alignment with our staff on
working practices is fundamental to
providing good health and safety
practices and maintaining our
commitment to sustainable
development.
How we engage
Employees are encouraged, at all
levels, to provide feedback directly
to management and senior
management. There is an open
dialogue at all levels. At operational
level there are operational and
safety briefings before the start of
each shift. The Group provides
welfare workshops to assist and
raise awareness of physical and
mental health issues and
communicates each week with its
employees on the Group’s activities
and industry related matters.
SHAREHOLDERS
Why we engage
Having invested risk capital in the
business, we have a duty to engage
with our shareholders and keep
them informed of our strategic
plans and progress towards these.
Regular and open communication
encourages confidence and
continued long term support.
FINANCIERS
Why we engage
The Group intends to obtain debt
finance to provide additional capital
required for the development and
construction of its Coringa project.
Management therefore engages
regularly with banks, credit funds,
development financial institutions,
streaming and royalty companies and
off-take financiers.
How we engage
One-to-one meetings with the CEO, CFO
and/or Business Development Manager
are undertaken on a regular basis with a
range of potential debt and other finance
providers for updates on the Group’s
activities and in particular its Coringa
project. These meeting keep providers of
financing
of
progress with the Coringa project as well
the Group’s other
as updates on
operations.
appraised
solutions
How we engage
Substantial shareholders:
Both Fratelli and Greenstone have
the right to appoint up to two
Directors under the terms of their
respective Relationship
Agreements with the Company.
Other substantial shareholders
have periodic meetings with the
Chair, CEO and CFO.
Prospective and existing investors:
The AGM and Annual and
Quarterly Reports.
Investor roadshows and
presentations.
One-on-one investor meetings
with the CEO and CFO.
Access to the Company’s brokers
and advisers.
Regular news and project
updates.
Social media accounts.
How the Board engaged
Executive Board members are
present in-country every month and
meeting with a variety of personnel
during this time, obtaining feedback
on new operational ideas and
concerns. Other Board members
undertake periodic site visits to
familiarise themselves with the
Group’s operations and directly
engage with management in Brazil
at these times.
How the Board engaged
The AGM and other general
meetings are key opportunities for
shareholders to meet, whether
virtually or in person, with
Executive and non-executive
Directors. In addition to investor
conferences, the executive
Directors provide regular
interviews to supplement
regulatory news announcements.
14
How the Board engaged
Direct engagement of the Board with
non-equity providers of finance has not
been necessary with no new significant
financing facility put in place.
Management provides regular feedback
to the Board on discussions.
Strategic Report
Stakeholder Engagement
GOVERNMENTAL AGENCIES
AND REGULATORS
Why we engage
Engagement with government
bodies and regulators preserves our
operational licences, provides a
forum for discussion of potential
regulatory change and encourages
support for new licence applications.
CONTRACTORS AND
SUPPLERS
Why we engage
We value the role our trusted
contractors and suppliers play in
delivering products and services
and supporting our teams. We
also need to ensure that our
suppliers adhere to our values of
ethics and sustainability whilst
seeking to promote and support
local enterprises wherever
practical.
LOCAL COMMUNITIES
Why we engage
Establishing and maintaining good
relations with the local community
throughout the development, operation
and, at some time in the future, the
ultimate closure of the Group’s mining
operations is vital for the Group’s social
licence to operate. Engagement helps
build trust and assist with better
decision making. Dissemination of
accurate information regarding both the
Group’s existing and future projects,
and the early and ongoing engagement
with community leaders, form a
cornerstone of the Group’s ESG policies.
More than 70% of the Group’s
workforce reside within the State of
Para and the Group sources many of its
support services from local businesses.
How we engage
How we engage
The Group has a dedicated
procurement department and a
formal process for adding new
suppliers on to its approved list.
Key supply contracts are only
awarded after a formal tender
process and the value and nature
of the tender will determine the
level of engagement of senior
management in that process.
The Group’s dedicated HSE department
have regular dialogue with community
leaders working with them to
understand ways in which the Group
can assist the communities to improve
quality of life and receive feedback on
concerns or issues. Specialist advisers
and consultants are used to conduct
independent assessment and reports for
government. The Group has an active
programme of communication through
social media channels to maintain open
communication, promote its activities
and inform communities of any short-
term matters that may affect them as a
result of the Group’s operations.
How the Board engaged
Engagement with contractors and
suppliers is carried out by
members of the management team,
with feedback provided to the
Board.
How the Board engaged
Reports from the HSE department are
summarised and received by the Board
on a monthly basis and any significant
community plans approved by the
Board.
How we engage
Agencies and regulators are
encouraged and assisted with visits
and inspections of the Group’s
activities. Key management staff
hold regular meetings with relevant
officials and the Group provides
regular monitoring and other
reports as required.
How the Board engaged
In addition to assistance from the
executive Directors, one of the Non-
executive Directors, resident in
Brazil, is in regular dialogue with
representatives of government
bodies on behalf of the Group and
also assists with the development of
strategy and regulations for the
mining industry in Brazil. Together
they provide regular feedback to the
Board.
15
Strategic Report
Stakeholder Engagement
As noted in the Strategy and Business Model, the Group considers its employees, local communities, shareholders and
government agencies to be key stakeholders in the long-term success of the Group’s activities. In addition, the Group considers
that its potential financing partners and its contractors and suppliers will be significant stakeholders in the Group’s growth and
development. Whilst there any many potential customers in the form of refineries for the Group’s gold production these are less
critical to the Group’s strategy and are therefore not considered to be key stakeholders.
16
Strategic Report
Section 172 Statement (Companies Act 2006)
Statement by the Directors in performance of their statutory duties in accordance with s.172(1) Companies Act 2006
The Board of Directors of Serabi considers that it has, individually and collectively, acted in the way it considers, in good
faith, would be most likely to promote the success of the Group for the benefit of its members and stakeholders in the
decisions that it has taken during the year ended 31 December 2022.
Promoting the success of the Group for stakeholders
The Directors endeavour to balance the needs and requirements of all stakeholders which, in addition to the Company’s
shareholders, include the Group’s employees, the communities in the areas where it operates, government agencies and the
Group’s suppliers and customers, all of whom have a vested interest in the long-term success of the Group. As all the activities of
the Group are currently undertaken in Brazil and managed by a single management team the Directors are not, at this time,
required to consider any potentially competing interests of different members of the Group.
The following disclosure describes how the Directors have had regard to the matters set out in section 172(1)(a) of the Companies
Act 2006 (the Act) and forms the Directors’ statement required under the Act. This reporting requirement is made in accordance
with the corporate governance requirements identified in The Companies (Miscellaneous Reporting) Regulations 2018, which
apply to company reporting on financial years starting on or after 1 January 2019. The matters set out in section 172(1) (a) to (f) of
the Act are that a director must act in the way they consider, in good faith, would be most likely to promote the success of the
company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a) the likely consequences of any decision in the long-term;
b) the interests of the company’s employees;
c) the need to foster the company’s business relationships with suppliers, customers and others;
d) the impact of the company’s operations on the community and the environment;
e) the desirability of the company maintaining a reputation for high standards of business conduct; and
f) the need to act fairly between members of the company.
Earlier in this Strategic Report section of this Annual Report, the Group has set out its overall goal and its strategic priorities for
attaining it.
The Board and each Director acknowledge that the success of Company’s and Group’s strategy is dependent on the support and
commitment of all of the Group’s stakeholders. The Board, when necessary, engages directly with stakeholders.
However, considering the relative geographical locations of the operations and the Board members, much of the stakeholder
engagement mainly takes place at an operational level and the Board is therefore reliant on management to help it fully
understand the impact of the Group’s operations on its stakeholders.
During the year in review, the Board considered information from across the Group’s business and received presentations from
management, working groups and Board advisers. In addition to this, the Board reviewed papers and reports and took part in
discussions which considered, where relevant, the impact of the Group’s activities on its key stakeholders. These activities,
together with direct engagement by the Board and individual Directors with some of the Group’s key stakeholders and
shareholders, helped to inform the Board in its decision-making processes.
The Board recognises that balancing the needs and expectations of stakeholders is important, but it often has to make difficult
decisions based on competing priorities where the outcome is not positive for all of the Group’s stakeholders. Decisions are not
taken lightly, and the decision-making process has been structured to enable Directors to evaluate the merit of proposed business
activities and the likely consequences of its decisions over the short, medium and long term, with the aim of safeguarding the
Company and the Group so that it can continue in existence, fulfilling its purpose and creating value for stakeholders.
During 2022, the Group was required to consider change to its operational plans resulting from unexpected geological events
encountered at its São Chico deposit and also continued delay in obtaining the necessary operational licence to allow construction
of a process plant at its Coringa project. The Group engaged in dialogue with certain key stakeholders on these key strategic
matters, including how these events would affect future cash-flows and earnings projections.
17
Strategic Report
Section 172 Statement (Companies Act 2006)
The nature of these discussions included the following:
Communities
Confirmation with the Sao Chico community that Serabi would continue to assist with the provision of power, fresh
water and other support for the community.
Discussions with the Novo Progresso administration regarding on going support for community programmes and road
maintenance.
Human resources
Discussion with staff regarding options for transfer to other employment opportunities within the Group including
transfer to the Coringa mine.
Government authorities
Continuing dialogue to ensure that the need for changes to the Group’s operations were fully understood and agreed
and that all requests or expectations of governmental and other agencies were being complied with.
Shareholders and Financiers
Communication through prompt and regular news releases
One to one discussion with financing groups and significant shareholders where requested
The Group has developed plans that have addressed these matters and allowed the Group to exceed its re-stated
production guidance for 2022 and commence gold production from its Coringa project using the existing licences held by the
Group and with the support of key governmental agencies and bodies.
The changes in operational plans and the licencing delays with Coringa have impacted on the local communities and Serabi has
sought to keep them informed of progress whilst providing on-going support and assistance. Further information on some of the
initiatives that the Group has supported are set out in the ESG section of the report.
The Group maintains an active dialogue with relevant governmental agencies and similar regulatory bodies both in support of its
existing operations and for the development of its Coringa project.
The Group continuously interacts with a variety of other stakeholders who are important to its success, including shareholders,
debt providers, staff, national, state and municipal government administrative and environmental bodies, NGOs, the local
community, and suppliers. Details of the reasons for its engagement with different stakeholders and the manner in which the
Group engages are set out within this 2022 Annual Report
Maintenance of standards of business conduct
The Board places significant emphasis on operating to the highest ethical standards, whether this be in relation to government,
suppliers, shareholders or employees. The Board in its decision-making process has, during the year, made all reasonable enquiry
and maintained procedures to ensure compliance with the code of conduct that the Group is required to follow.
Further details are set out in the Report on Corporate Governance on pages 41 to 75.
18
Strategic Report
Chief Financial Officer’s Review
Overview
The last twelve month period was always planned to be a year of investment as the Group continued its work on the
development of the Coringa project that had started midway through 2021. The ability to process and sell gold from the
development ore being mined from Coringa was not originally planned for but with approximately 1,000 ounces of gold
produced in the second six months of 2022 the additional cash flow that this has generated has helped offset the operating
costs of the initial mine development.
The year was also one when we needed to push ahead with rebuilding the mineral resource inventory particularly for the Palito
deposit. During the pandemic period of 2020 and 2021, with at times a significantly reduced work force at site, resource drilling
was reduced or halted impacting the ability to maintain required resource replenishment rates.. It was essential that this situation
be reversed, and the Board agreed to a significant programme during 2022 to meet this objective. US$2.1 million has been spent
on this programme in 2022 and before the end of the second quarter of 2023, the results from this will be confirmed in a new NI
43-101 mineral resource estimate for the Palito and Sao Chico deposits. We anticipate that there should be a significant increase
in the reported mineral resources at Palito which will more than offset the expected reduction in the level of mineral resources at
Sao Chico a result of the mining issues encountered there in the first quarter of 2022.
We were successful in generating US$5 million of short-term loan funding through a Brazilian bank to provide some additional
working capital which was necessary to compensate for the lower than forecast production levels that became apparent towards
the end of the first quarter of 2022, resulting from the mining problems encountered at the Sao Chico deposit.
We have not yet secured longer term funding that will be needed for the full mine development requirements of Coringa. This
will be conditional upon securing the longer-term licences for the project and completion of the updated mineral resource estimate
as the cash flows from the Palito operations will be made available to support and reduce the funding needs for Coringa.
Revenue
For the year ended 31 December 2022, the Group generated US$29,185,137 (2021: US$25,942,663) in revenue through sales of an
estimated 15,443 ounces of gold sold in the form of a copper/gold concentrate (2021: 13,658 ounces) and 16,368 ounces of gold
bullion generating revenue of US$29,524,191 (2021: 20,731 ounces for revenue of US$37,198,774)
The average gold price received during 2022 was US$1,785 compared with a price of US$1,776 received during 2021.
Production of gold bullion for the year to 31 December 2022 was 16,820 ounces of gold compared with 19,675 ounces during the
same period of the previous year, a decrease of 15 per cent.
During the same 12 month period 1,316 wet tonnes of copper/gold concentrate, containing an estimated 14,999 ounces, was
produced (12 months to 31 December 2021: 1,357 wet tonnes of copper/gold concentrate, containing 14,173 ounces of gold). The
unsold material is held as inventory.
Revenue was US$4.4 million less that the preceding financial year a direct consequence of the lower gold production which was
2,029 ounces less than in 2021, with sales levels at 31,811 ounces being 2,578 ounces less than in 2021. The shortfall was in sales of
gold bullion a consequence of lower production levels from the Sao Chico deposit whilst with increased output from the Palito
deposit sales of gold contained in the copper/gold concentrate increased by 1,785 ounces. Shipments of copper/gold concentrate
at 1.340 tonnes over the year were identical to the level for 2021, but of a higher grade.
Concentrate Sold (Ounces)
Bullion Sold (Ounces)
Total Ounces Sold
12 months
ended
December 2022
US$
15,443
16,368
31,811
12 months
ended
December 2021
US$
13,658
20,731
34,389
Variance
US$
1,785
(4,363)
(2,578)
Average gold sales price achieved
US$1,785
US$1,776
US$9
19
Strategic Report
Chief Financial Officer’s Review
Revenue from Ordinary Activity
Gold (in Concentrate)
Copper (in Concentrate)
Silver (in Concentrate)
Total Concentrate Revenue
Gold Bullion
Total Sales
Costs of sales
Operational costs
Provision for impairment of State taxes receivable
Shipping costs
Treatment charges
Royalties
Amortisation of mine property
Depreciation of plant & equipment
Total operating costs
Gross profit
Costs of sales
12 months
ended
December 2022
US$
12 months
ended
December 2021
US$
26,576,214
2,478,897
130,026
29,185,137
29,524,191
58,709,328
40,210,382
1,151,899
1,351,120
701,303
848,065
4,660,861
1,911,600
50,835,230
7,874,098
23,361,409
2,453,920
127,334
25,942,663
37,198,774
63,141,437
34,961,235
—
1,189,931
591,714
1,016,438
4,608,900
1,440,728
43,808,946
19,332,491
Variance
US$
3,214,805
24,977
2,692
3,242,474
(7,674,583)
(4,432,109)
5,249,147
1,151,899
161,189
109,589
(168,373)
51,961
470,872
7,026,284
(11,458,393)
As already noted, the Group embarked on a significant underground drilling programme in 2022, the costs of which have been
treated as an operational cost. For much of the year the Group had two contractor operated rigs on site and it remains the intention
that one contractor operated rig will remain at site for much of 2023. These rigs supplement the two company owned and operated
rigs that were operational during 2021 and 2022.
Tonnes mined
Tonnes milled
Ounces produced
Ounces sold
Operating Costs
Labour
Mining consumables & maintenance
Plant consumables
General site
12 months
ended
December
2022
173,741
172,404
31,819
31,811
12 months
ended
December
2022
US$’000
17,290
13,672
5,428
3,820
40,210
12 months
ended
December
2021
170,262
170,800
33,848
34,389
12 months
ended
December
2021
US$’000
15,820
10,751
4,720
3,671
34,961
Variance
3,479
1,604
(2,029)
(2,578)
Variance %
2%
1%
(6%)
(7%)
Variance
US$’000
Variance
%
1,471
2,921
709
149
5,249
9%
27%
15%
4%
15%
During 2022 the average exchange rate was BrR$5.16 to US$1.00 compared with an average exchange rate of BrR$5.39 to US$1.00
during the same period of the previous year, a weakening of approximately four per cent. This has had the effect of increasing
the reported US dollar costs on a comparative basis.
20
Strategic Report
Chief Financial Officer’s Review
Operational costs for 2022 also include, from 1 July 2022, some of the costs relating to the Coringa mining operations. Costs
incurred for Coringa since 1 July 2022 are approximately BrR$8.71 million (approximately US$1.69 million). Whilst the operation
is still in pre-production, accounting rules require that revenues being generated from pre-production operations be reported
through the Income Statement together with the associated costs of production.
The increase in labour costs of nine per cent reflects a seven per cent salary increase that all staff received effective from May 2022.
Overall head count numbers for the Palito Complex have however reduced from an average headcount of 650 staff and contractors
in 2021 to a headcount of 592 in 2022. At the end of 2022 the Company also employed 54 employees at its Coringa project. During
2022, the Group incurred termination costs of approximately US$0.56 million as a result of the reduction in head count during the
period.
Whilst costs of diesel and electricity remain controlled in Brazil, as with other countries they have nonetheless risen year on year
which has impacted on the plant operating costs particularly the costs of power generation but also vehicle running costs for the
annual dam recycling programmes. We have also seen cost inflation affecting key consumables such as cyanide, mill liners and
grinding materials. One off maintenance expenditure has been required on the gravity recovery plant and higher levels of
maintenance for the mills and ore-sorter.
Recoverable taxes
The Brazilian tax system is complex with a variety of taxes levied at both federal and state levels. Serabi exports all its gold
production and therefore its revenues are not subject to sales taxes which would be the normal method for offsetting taxes
incurred on the purchase of goods and services required for its operations. It is instead reliant on offsets against other taxes that
it collects to recover taxes owed at a federal or state level or using other approved schemes to facilitate the recovery of its tax
debts. The use of such schemes is however conditional on the relevant authorities agreeing the level of taxes that the Group can
recover.
During 2022, the authorities for Para approved the recovery of approximately BrR$8 million (US$1.5 million) of ICMS (state sales
tax incurred on goods purchased) relating to the period 2016 to 2019. An additional BrR$14 million (US$2.67 million) of ICMS
incurred over the same period is still being audited by the authorities. Further amounts owed to the Group, totalling BrR$13.0
million (US$2.98 million), in respect of taxes paid in 2020 and 2021 are also still to be reviewed and audited by the authorities. In
2020, the Company made a provision of approximately BrR$8.2 million against the recoverability of these taxes and during 2022
has made a further provision of BrR$5.95 million (US$1.15 million) in light of the continued uncertainty over the time period over
which these taxes will be recovered. A finance cost has also been recorded arising from these same ICMS taxes although, having
been set off against amounts owed to the Company, this has had no cash impact. Whilst the authorities confirmed the approval
of BrR$8.2 million of taxes and allowed these to be set off against tax liabilities owed to the State of Para they determined that
interest and penalties should be assessed on taxes owed to the State whilst refusing to recognise the Company’s claims for interest
on amounts due to Serabi. Whilst this matter remains subject to legal appeal, the Company has reported a US$1.82 million charge
in respect of the fines and interest levied.
The Group has also been subject to a review process with the Brazilian Federal Revenue Commission relating to the Groups
PIS/COFINS tax returns for the period 2006-2012. PIS and COFINS are federal taxes and are generally imposed on any Brazilian
entity (the user of goods or services) and should apply to the purchase of goods and services at the rates of 1.65% and 7.6%,
respectively. The PIS (Program of Social Integration) and COFINS (Contribution for the Financing of Social Security) are also
chargeable on the revenues generated by the Brazilian entity but as an exporter Serabi does not levy any PIS and COFINS on its
sales. The Group has determined based on its latest legal advice that it is likely this process will be subject to a lengthy judicial
process which might take up to five years to be concluded. The initial tax credit claimed by the Group was BR$1.96 million
US$0.38 million). Whilst the Group has submitted electronic evidence of its entitlement to recover this tax, the authorities are
demanding physical paper copies which given the time period are no longer readily available. The Group has estimated the total
accumulated interest and fines are estimated at BrR$3.66 million (US$0.7 million) and recorded a provision as a financial expense
for 2022.
21
Strategic Report
Chief Financial Officer’s Review
Income and Deferred Taxes
During 2022 the Group has incurred an Income Tax liability of US$890,176 which has been assessed on the profits generated from
the Brazilian operations of its subsidiary Serabi Mineracao SA. There is no equivalent of group relief operating in Brazil so the
operational losses relating to the startup of the Coringa mine ,which is held in a separate subsidiary, are being accumulated and
will be set against the future profits from that operation.
The Group has recorded Deferred tax assets and liabilities arising from timing differences on certain transactions relating to the
Group’s activities in Brazil including the unrealised gains and losses arising from exchange rates fluctuations. The strengthening
of the BRL since 31 December 2021 has given rise to an increase in the Deferred tax asset recognised in the year.
Hedging Activities
The Group has to date elected not to hedge its gold production, but in anticipation of further investment being required for
Coringa, on 14 February 2023, the Group entered into hedging contracts with HSBC Bank plc whereby it acquired sell options
over monthly quantities of gold over the period March 2023 to February 2024 totalling 10,215 ounces of gold at a price of US$1,800.
At the same time, it sold to the bank options in favour of the bank to buy the equivalent monthly quantities of gold at prices
ranging between US$2,000 and US$2,065 per ounce. It also acquired options to sell monthly receipts of US Dollars ranging
between US$2.3 million and US$1.15 million for Brazilian Real at an exchange rate of BRL5.10 to USD1.00. At the same time, it
sold to the bank options in favour of the bank to buy from the Group the equivalent Brazilian Real receipts at exchange rates
ranging from 5.325 to 5.800 over the same 12 month period. In this way the Group has secured a minimum equivalent gold price
in Brazilian Real of BRL9,180 per ounce in respect of 10,215 ounces and sold options in favour of the bank of future prices ranging
between BRL10,650 per ounce and BRL11,997 per ounce depending on the option expiry date. Since January 2021 the BRL price
for gold peaked at BRL10,340 in November 2021 and was at a low of BRL8,556 in October 2022. The hedging arrangements are
unsecured and not subject to margin calls.
Debt
In May 2022, the Group received US$5 million of short-term loan funding through a Brazilian bank to provide some additional
working capital. The nature of this arrangement is such that it must be physically repaid through the Brazilian Central Bank. In
February 2023 the Group was offered a further similar unsecured loan arrangement for US$5.0 million with Santander Bank in
Brazil. The loan is repayable as a bullet payment on 22 February 2024 and carries an interest coupon of 7.96 per cent. The proceeds
raised from the loan will be used for working capital and secure adequate liquidity to repay the initial loan which is due to be
repaid on 12 May 2023. The Group has also secured during the year an unsecured facility with a major bank allowing the Group
to enter into leasing of precious metals for up to 12 months at a time. The Group has not utilised this facility, but it provides a
further opportunity for accessing short-term working capital.
Clive Line
Finance Director
2 May 2023
22
Strategic Report
Going Concern and Longer-Term Prospects
The Group’s business activities, together with factors likely to affect its future development, performance and position are set out
in this Strategic Report. At 31 December 2022, the Group held cash of US$7.2 million with a further receipt of US$2.2 million for a
sale of copper/gold concentrate due to be received in early January. It has subsequently reported that at 31 March 2023 it held
cash of US$13.2 million (including the proceeds of a US$5 million working capital loan facility received in February 2023).
Further details of the financial position of the Group, its cash flows and liquidity position are described in the Chief Financial
Officer’s Review, with details of its balance sheet commitments set out in notes 16 to 20 of the Group Financial Statements. The
Group Financial Statements includes commentary in note 22 regarding the Group’s objectives, policies, and processes for
managing its capital; whilst details regarding the Group’s objectives concerning its financial risk management objectives; details
of its financial instruments; and its exposures to credit, market and liquidity risk are set out in note 25. The Group monitors its
capital position and its liquidity risk regularly throughout the year, updating as required cash flow models and forecasts taking
into account revised production estimates, foreign exchange rates and metal price estimates as well as any variations in capital or
operating cost estimates. Sensitivities are prepared that reflect the key operational and financial parameters.
Whilst each of the risks outlined in the Principal Risks section below has a potential impact on the business, the Directors focussed
on those that are the most critical to the Group’s prospects, which are considered to be:
Geological risk (risk 2)
Mining risk (risk 3);
Licencing and environmental risk (risk 5) and
Gold price and exchange rate risk (risk 7).
The Group’s base case going concern assessment assumed the following:
average gold price of US$1,650 per ounce in 2023 and 2024;
average exchange rate of BRL5.00 to USD1.00 in 2023 and 2024;
gold production in line with published guidance;
ore recovered from mining operations at Coringa continuing to be transported to the Palito Complex for processing;
mining activities at São Chico being suspended;
further development of the Coringa project including deepening of the ramp being deferred and funded from additional
debt or other financing source but with renewed ramp development anticipated to commence in the fourth quarter of
2023; and
exploration activity for new projects would be restricted with drilling programmes conducted by the Group using its
own personnel and equipment.
Under the base case scenario, and following the Group securing a new US$5 million working capital facility in February 2023, the
Group had sufficient liquidity to fully repay the US$5 million loan maturing in May 2023 with sufficient headroom thereafter for
a period of at least 12 months from the date of this report to fund ongoing working capital requirements subject to the Group
being able to renew or replace the February 2023 working capital of US$5 million when it falls due in February 2024. The Group
currently has access to an undrawn, unsecured lending facility with a major international bank that could replace this US$5 million
loan. In addition, the Group has flexibility to restrict some of its capital plans and exploration activity to liberate additional
working capital.
Subsequent to the preparation of the base case assessment, the Group has completed hedging arrangements in respect of 10,215
ounces of gold over the period March 2023 to February 2024, securing a price of US$1,800 in respect of that production increasing
anticipated cash flow by approximately US$1.5 million. This increased revenue would allow the Group to sustain a gold price
reduction to US$1,585 per ounce on its remaining gold sales (approximately 13.5% below current levels) or to absorb a shortfall
in production of 900 ounces without significantly affecting its working capital position.
The Group operations are subject to a variety of licences issued by differing governmental bodies. At the current time
management consider that the Group is in compliance with its licence obligations and there is no expectation that any existing
licence will be withdrawn or may not be renewed when appropriate. The withdrawal or suspension of any licence may restrict
or result in a suspension of the current operations. In recent years legislation and/or regulations have been amended at short
notice in reaction to events at other mining operations. The Group has been able to react and fund the costs of complying with
such changes in the past and management anticipate, given the nature and size of its operations, that the Group would continue
to be able to do so in the future.
23
Strategic Report
Going Concern and Longer-Term Prospects
Conclusion
The Directors have concluded that, based on the current operational projections, it remains appropriate to adopt the going concern
basis of accounting in the preparation of these audited financial statements. The Directors acknowledge that the Group remains
subject to operational and economic risks and any unplanned interruption or reduction in gold production or unforeseen changes
in economic assumptions may adversely affect the level of free cash flow that the Group can generate on a monthly basis and its
ability to secure further finance as and when required The Directors consider that the Group will be able to secure the necessary
external finance for the development of its Coringa project but that the timing of this may be dependent on the receipt of further
permits and licences. The Directors have received no indications that the necessary permits and licences will not be awarded.
Assessment of the Group’s longer-term prospects
The longer-term prospects of the Group are driven by its strategy and business model, as outlined on pages 11 to 13, whilst
factoring in the Group’s principal risks and uncertainties (pages 27 to 32). Assessment of the business is performed over a number
of different time periods for differing reasons, which include an annual budget cycle (with reforecasts made as appropriate during
the year) and a long-term corporate model which incorporates the latest annual budget and provides forecast cash flow detail for
each of the Group’s mining operations.
Extending the base case assessment (using long term gold prices of US$1,650 per ounce and an exchange rate of BRL5.00 to
USD1.00), and assuming that Coringa production ramps up in a similar manner to that originally projected in the 2018 Pre-
feasibility study, the Group is projected to continue generating positive cash flows from operations sufficient to repay the
anticipated debt requirements for development of Coringa. Thereafter, the Group intends to use cash generated from operations
to develop other opportunities that it identifies from successful exploration and seek attractive investment opportunities, focused
on the gold sector in Brazil and South America to grow the underlying value of the Group and build a broader base to develop in
the future.
24
Strategic Report
Risks and Controls
There are many risks inherent with mining operations which to a greater or lesser degree companies can anticipate, plan for and
seek to mitigate. These risks may impact on a company only in the short-term or may have longer-term implications for the
success and development of the enterprise and its mining projects. When assessing the Group’s operations, the Board and
management are conscious that the Group can elect to assume or tolerate a risk, introduce controls and processes that are intended
to mitigate that risk, transfer the risk to third parties through insurance or other means or not pursue certain activities or actions
to eliminate the risk entirely.
Risk Framework
In addition to management of risks inherent in mining and development operations, the Board is responsible for putting in place
a system to manage risk and implement internal controls. The Board has considered mechanisms by which the business and
financial risks facing the Group are managed and reported to the Board. The Board and management consider the principal
business and financial risks have been identified and appropriate control procedures implemented. The Board acknowledges it
has responsibility for reviewing the effectiveness of the systems that are in place to manage risk.
The Board determines the Group’s “risk profile” and is responsible for overseeing and approving risk management strategy and
policies, internal compliance and internal control.
The Board has delegated to the Audit Committee responsibility for implementing the risk management system.
The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated to management.
Management is required to assess risk management and associated internal compliance and control procedures and report back
to the Audit Committee at least annually. The Board reviews assessments of the effectiveness of risk management and internal
compliance and control at least annually.
The Board is responsible for reviewing and approving overall Group strategy, budgets, and plans. Monthly results and variances
from plans and forecasts are reported to the Board.
There are procedures for budgeting and planning, for monitoring and reporting to the Board business performance against those
budgets and plans, and for forecasting expected performance over the remainder of the financial period. These cover cash flows,
capital expenditures and balance sheets.
The Audit Committee meets at least four times during a year and in these meetings will consider and discuss with the auditors,
the audit approach and key areas of risk for reporting the annual financial results, review and approve the annual financial
statements and all interim financial statements.
The Audit Committee is responsible, inter alia, for:
Reviewing the Group’s risk management framework at least annually in order to satisfy itself that the framework
continues to be sound and to determine whether there have been any changes in the material business risks the Group
faces.
Ensuring that the material business risks do not exceed the risk appetite determined by the Board.
Overseeing the Group’s risk management systems, practices and procedures to ensure effective risk identification and
management, and compliance with internal guidelines and external requirements.
The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies
and the maintenance of proper internal business, and operational and financial controls.
The Audit Committee reviews the adequacy of accounting and financial controls together with the implementation of
any associated recommendations of the external auditor.
25
Strategic Report
Risks and Controls
The Board considers that the following risks are those which present the most significant uncertainty for the Group at the current
time and could have the most serious adverse effect on its performance and reputation.
Risk
1
2
3
4
5
6
7
8
9
Capital and funding requirements for
development of new projects
Geological risk
Mining risk
Project development risk
Licencing and environmental risk
Personnel and expertise
Gold prices and exchange rates
Bribery and corruption
Litigation
Link to going
concern
assessment
Sustainable
production
Link to Strategy and Business Model
Exploration
Development
Acquisition
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
●
Further details of these are set out below in the section Principal Risks and Uncertainties.
Internal Controls
The Group has an established framework of internal financial controls, the effectiveness of which is regularly reviewed by the
senior management team, the Audit Committee, and the Board considering ongoing assessments of the significant risks facing
the Group.
The Directors acknowledge their responsibility for the Group’s system of internal controls and procedures and for reviewing the
effectiveness of these and ensuring that management of its subsidiaries review the internal controls and procedures operating in
the subsidiaries. Such controls and procedures are designed to safeguard the Company’s and the Group’s assets and ensure
reliability of reporting information, financial and otherwise, for both internal use and external publication. The Group’s
management has designed internal controls over financial reporting, in order to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
The Board and management, taking account of the size and nature of the Group, base the design of the Group’s internal control
procedures using the criteria, having taken account of the size and nature of the Group, put forward by the Financial Reporting
Council in their revised guidance for directors on internal controls for UK listed companies (issued September 2014). Nonetheless
the Group’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that its disclosure
controls and internal controls over financial reporting will prevent or detect all errors and fraud. A cost-effective system of internal
controls, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of
the internal controls over financial reporting are achieved.
The Board is responsible for ensuring that a sound system of internal control exists in order to safeguard shareholders’ interests
and the Group’s assets. In conjunction with the Audit Committee, it is responsible for the regular review of the effectiveness of
the systems of internal control. Internal controls are necessarily designed to manage risk rather than eliminate it. The key features
of the system that operated during the period are:
•
•
•
•
•
•
Regular Board meetings to consider the schedule of matters reserved for Directors’ consideration;
A risk management process;
An established organisation with clearly defined lines of responsibility and delegation of authority;
Appointment of staff of the necessary calibre to fulfil their allotted responsibilities;
Comprehensive budgets, forecasts and business plans, approved by the Board, reviewed on a regular basis, with
performance monitored against them and explanations obtained for material variances;
Documented whistle-blowing policies and procedures.
26
Strategic Report
Risks and Controls
Principal Risk and Uncertainties
1. Capital and funding requirements for development of new projects
The Group requires access to capital in order to develop its Coringa project and other future
potential projects. Uncertainty over the future returns from these projects and other
macroeconomic factors may constrain ability to raise external finance. Reliance on cash flow
from the Group’s operations may not provide sufficient cash flow to fund development
projects organically.
Potential Impact
Impairment of development assets.
Mitigation
Major new project developments need to
have certainty of being fully funded at
the time of any construction and
development decision being taken.
Impairment of exploration assets.
Ability to replace and grow mineral resource
inventory.
Loss of value for stakeholders.
Delays in start up are unlikely to result
in revocation of licences or other
authorisations.
Establishing annual budgets for
exploration activity funded from
operational cash flow. Exploration
obligations can be spread over the
licence period improving the likelihood
of extension or conversion into mining
licences for the most prospective areas.
Active engagement with providers of
finance including current and potential
shareholders. Brokers, banks and other
financing institutions.
Looking at opportunities for joint
ventures particularly for exploration
activity which may significantly reduce
funding risk whilst retaining significant
upside optionality.
2. Geological risk
The Group’s production and development projects are underground narrow vein gold
deposits. By their nature such ore bodies can be erratic in the grade of gold within the vein
and also the widths of these veins. Geological interpretations and therefore mine plans can be
subject to change as additional data becomes available and greater understanding regarding
the nature of the veins and their origins is established.
Potential Impact
Reduction in gold production and associated
cash flow.
Mitigation
Impairment of development assets.
Impairment of exploration assets.
Ability to replace and grow mineral resource
inventory.
The Group undertakes significant and
systematic exploration activity before
evaluating an ore body as an economic
mineable resource and commissions
independent technical experts to prepare
reports to support the Group’s internal
assessments.
Independent accredited laboratories are
used to confirm assay data from samples
recovered from exploration activity and
confirm results from the Group’s own
laboratory facilities.
As part of its on-going daily operational
expenditure the Group actively
undertakes exploration activity to assist
27
Change in risk level
Risk Movement
Improvement in the gold price has
provided improved potential for cash
generation both form existing and new
projects reducing risk for lenders.
Interest rate changes have increased
borrowing costs.
Recent governmental change is not
considered to have significantly changed
the long-term political and economic
risk rating for Brazil.
Change in risk level
Risk Movement
In the first quarter of 2022, the Group
encountered unexpected geological
interference to its production activity in
the Julia Vein of the São Chico ore body.
Whilst the occurrence of these intrusive
dykes is confined to this westerly
extension of deposit, the lack of
immediately available alternate working
areas necessitated increased mining
activity at the Palito deposit and a
higher level of focus on securing
medium term production for the Palto
deposit.
In July 2021 the Group commenced
development of the Serra Vein system
which form part of the Coringa gold
project. Until that time geological data
Strategic Report
Risks and Controls
Principal Risk and Uncertainties
2. Geological risk
its medium and long-term mine
planning.
The Group seeks to maintain a number
of mining faces at any one time to
minimise the risk of unforeseen
geological events significantly impacting
production.
3. Mining risk
The Group’s production and development projects are underground narrow vein gold
deposits. Underground mines have inherent risks including those resulting from geological
faults or varying rock types which may ultimately compromise certain areas from being mined
on the basis of safety.
to support indicative mine planning was
confined to results obtained from core
drilling of the deposit. Mine
development has established three
development levels extending north and
south form the main access ramp
providing significantly enhanced
understanding of the ore body. Results
to date have not varied management’s
assessment of the viability of the
deposit.
Change in risk level
Potential Impact
Reduction in gold production and associated
cash flow
Cessation or suspension of mine activity.
Mitigation
Risk Movement
The Group employs personnel with
significant experience and
understanding of similar deposits and
mining operations.
Mining methods consider the ground
conditions and competency of the host
rock and appropriate and recognised
measures taken to provide support in
areas where the integrity of the host rock
may be compromised.
The ground conditions at the Group’s
various operations have historically
been very good with limited occurrences
of faulting or other features that may
present significant challenges to
working conditions and employee
safety.
The Group uses remote controlled
equipment in any areas that are
considered to present any potential
hazard.
The continued development of the
Coringa mine during 2022 has allowed
management to understand better the
prevailing ground conditions and
evaluate and mitigate any potential
problems that could impact the safety of
mining operations of this new deposit.
Whilst new areas continue to be
identified and mined at the Palito
deposit there has been no identifiable
change in the competency of the host
rock.
At the São Chico deposit whilst the
existence of intrusive dykes reduced the
payability of the Julia Vein, they did not
compromise the safety of the mining
operation.
4. Project development risk
The Group’s Coringa project was originally scoped to include the construction of a full scale
gold processing and production plant. With any engineering project there is always the
potential for delays, cost-overruns or under-performance which can significantly impact
economic viability or result in increased financial resources being required.
Change in risk level
Potential Impact
Mitigation
Risk Movement
28
Strategic Report
Risks and Controls
Principal Risk and Uncertainties
4. Project development risk
Inability to secure funding because of
perceived construction and development risks
Reduction in forecast gold production and
associated cash flow
Inability to repay debt obligations resulting in
breaches of covenants or other undertakings
leading to security undertakings and other
guarantees being enforced against the Group.
Higher operational costs than forecast.
The Group has identified that using ore
sorting technology, there is adequate
capacity to process Coringa gold ore at
the existing Palito Complex process
plant. This will allow for significantly
reduced development risk, lower capital
costs and therefore financing needs.
Operating cash flows will be impacted
by costs of transportation of ore between
the Coringa and Palito sites.
Future process capacity can be
established by further expansion of the
Palito Complex plant or a dedicated
Coringa plant as originally envisaged
but can be financed on the back on
higher production levels and free cash
flow.
The Group’s operations are based in
Brazil, a country with a long and
successful mining history and with a
well-established and experienced
network of contractors, fabricators and
engineering expertise.
The Group has an established and
skilled workforce and access to
engineering and fabrication specialists
with experience of designing, building
and operating similar mines and gold
process plants.
The Group owns and operates a gold
process plant at its Palito Complex
which has been processing gold ore
recovered from Coringa since July 2022.
The Group has successfully developed
three mining levels over the past
eighteen month period.
The Group has trialled successfully ore
sorting on ore recovered from the Serra
deposit at Coringa. Ore sorting test
work has significantly reduced the levels
of waste that would otherwise be
processed and increased the underlying
average grade of the resulting material
that remains to be processed.
5. Licencing and environmental risk
The Group’s mining, development and exploration projects are subject to a variety of licencing
conditions including environmental permits. The ability to continue mining operations,
undertake construction and development activities or exploration is dependent on obtaining
the necessary licences in good time, and maintaining these in good order.
Change in risk level
Potential Impact
Mining operations may be suspended or
subject to other enforcements notices.
Construction and development of new projects
may be delayed whilst permits are obtained
and permits and licences that have been
granted may still be subject to legal appeals or
other disruptive actions by other interested
parties.
Exploration activities may be delayed or
cancelled if authorisations to obtain access or
environmental permissions are delayed or
denied.
Mitigation
Risk Movement
The Group has operated in the Tapajos
region of Para, where its projects and
exploration activities are located, for
over 20 years. During this time, it has
established strong relationships with the
various governmental agencies and local
communities and obtained excellent
understanding of the necessary
procedures and policies to be followed.
The Group’s operations have a small
footprint, the mines are underground,
and with high-grade ore. The volume of
material required to be mined is low
compared with surface mining
operations and therefore have a
relatively low environmental impact.
The Group has established processes for
monitoring and reporting and updates
29
In December 2021, a court of appeal
ruled in favour of the office of the
Brazilian pubic prosecutors (“MPF”)
denying the ANM and SEMAS from
issuing new licenses until appropriate
consultations had been made with
indigenous communities. The decision
was appealed by the Group, the ANM
and SEMAS as not being in accordance
with Brazilian law. However, the initial
decision was upheld in August 2022 as
being in accordance with international
practice and therefore in the best
interests of those indigenous
communities. An indigenous impact
report that has been undertaken on
behalf of the Group in relation to
Coringa, was finalised at the end of
April 2023, and is now being reviewed
by the indigenous communities and will
Strategic Report
Risks and Controls
Principal Risk and Uncertainties
5. Licencing and environmental risk
these as required to meet changing
legislative and other requirements.
6. Personnel and expertise
The Group’s is reliant of a small number of senior individuals who manage the day to day
activities. In addition, the specialised nature of the Group’s mining operations means that it is
dependent on an operational team that has specific skills and experience in the mining of
narrow vein underground deposits. These skills are not readily available in Brazil and the
Group has trained its personnel in the particular skills and understanding relevant to its
mining operations Although there is no significant similar mining operation expected to be
developed in the near vicinity, other gold mining projects are being developed nearby
resulting in increased competition for personnel and there is no guarantee that the Group will
be able to attract and retain all personnel necessary for the operation and development of its
business. Mining professionals are accustomed to relocating for the purposes of progressing
their careers and therefore the Group’s employees may be attracted to employment
opportunities both in other parts of Brazil and in other countries.
Mitigation
Potential Impact
Increased staffing costs as a result in increased
salary levels required for staff retention.
The Group seeks to provide attractive
remuneration and benefits arrangements
for its staff, designed to attract and
retain key employees.
Reduced productivity as a result of higher
staff turnover, unfilled vacancies and reduced
experience and skill levels.
The Group has established a loyal group
of senior employees who have
responsibility for planning and strategy.
Bonus schemes in place to incentivise
key employees.
30
then be passed to FUNAI, the
government agency responsible for the
Brazilian indigenous people, for their
final approval.
Prior to the court decision in December
2021, in the fourth quarter of 2021
SEMAS and FUNAI had requested, and
the Group had agreed, to undertake an
indigenous impact study (“ECI”)
notwithstanding that this had not
previously been a licencing requirement.
The Group has not received any notices
of a breach of any of its other licencing
obligations and all other renewals and
applications during 2022 were processed
in a timely manner.
Climate change considerations continue
to increase as well as the awareness of
the potential for environmental damage
arising from mining operations. The
Groups ability to reduce its carbon
footprint to meet increasing
requirements from investors and global
initiatives will be challenging in light of
the restrictions imposed by its
geographical location and the limitations
of local infrastructure both current and
anticipated.
Change in risk level
Risk Movement
The Group has been a significant
employer in the region for a number of
years with little competition from other
mining companies. In the last 12 months
the development of the Tocantinzinho
gold project located approximately 60
kms from the Palito Complex has
commenced and the Group’s staff
increasingly approached to work with
this new project. As mining operations
have not yet started opportunities have
tended to be in administrative and
project planning roles but should
progress continue this risk is likely to
increase.
Change in risk level
Risk Movement
Gold prices in BRL were broadly similar
between 2021 and 2022 with the average
price of BRL9,218 per ounce being 4%
lower than the average price for 2021
The price has fluctuated between
BRL9,300 and BRL10,300 per ounce since
1 January 2023.
The market price for gold appears
relatively strong supported by
uncertainty over inflationary effects and
higher interest rates. The current
projections by economic forecasters are
for the Brazilian Real to remain at or
below current levels with some local
banks projecting a rate of BRL5.50 by the
end of 2023.
Strategic Report
Risks and Controls
Principal Risk and Uncertainties
6. Personnel and expertise
7. Gold prices and exchange rates
The Group sells all of its product into the international market and receives prices for its gold
and other metals linked to world market prices. Whilst revenues are denominated in US
Dollars the Group estimates that 85 per cent of its expenditures are undertaken in Brazilian
Real. It is therefore exposed to any adverse correlation between the gold price denominated in
US Dollars and the Brazilian Real exchange rate with the US Dollar.
Potential Impact
Reduced operating margins and cash flow
generation.
Mitigation
Reduced ability to raise finance because of
perceived risk.
Restrictions on cash flow may require that
discretionary expenditure for project
development or exploration be reduced or
delayed.
The Group monitors the gold price in
Brazilian Real to ascertain its exposure
to gold price and exchange rate
movements. Over the past 3 years the
average price per ounce has not declined
below BRL•••• for any significant
period providing an element of stability
for planning purposes.
The Group has available finance
facilities that allow it to hedge some of
its exposure to gold price and exchange
rate fluctuations for a period of time.
The Group has hedged approximately
10,000 ounces of gold production at a
price of USD1,800 for the 12 month
period from March 2023 to February
2024 and also hedged its BRL exposure
by hedging the receipts to guarantee a
minimum exchange rate of BRL5.10 to
USD1.00 on the sale proceeds.
31
Change in risk level
Risk Movement
There have been no recent new high-
profile proven cases of corruption,
though the recent elections have
generated accusations against various
figures.
Change in risk level
Risk Movement
The Group has not experienced any
significant increase or decrease in claims
in the past 12 month period.
The Group dismissed a senior member
of its Brazilian management in 2021 on
suspicion of fraud against the Group.
The individual has counterclaimed for
wrongful dismissal. The court has
continued to gather evidence and expert
witness reports and received
submissions from the parties. A formal
hearing before the judge calling
witnesses from both sides has not yet
been held.
Strategic Report
Risks and Controls
Principal Risk and Uncertainties
8. Bribery and corruption
The Group operates in a jurisdiction that has experienced a number of well documented high
and low level cases of bribery and corruption and it is known that certain public and private
sector officials have been involved in bribery or other corrupt practices. Any licence or permit
that the Group is awarded could be rescinded in the event that it was identified that its award
had been directly or indirectly influenced by actions of bribery or corruption.
Potential Impact
Loss of licences may lead to cessation of
production, inability to develop projects or
limit exploration opportunities.
Mitigation
Engagement in bribery is likely to limit the
Group’s competitiveness in the market place
going forward, resulting in loss of value for
stakeholders.
The Group’s code of corporate
governance specifies the measures the
Group takes to comply with all
applicable Anti Bribery & Corruption
legislation. The Board, through its
statutory oversight commitment,
enforces adherence and management
has implemented policies and provided
training to all staff who have decision
making responsibility and may in their
day-to-day activities may be solicited to
engage in bribery or other corrupt
practices.
9. Litigation
The Group is subject, as a matter of course, to various actions both as defendant and plaintiff.
Actions against the Group are often brought by former employees seeking additional
compensation related to their employment. The court process in Brazil can be lengthy with a
number of stages of appeal as cases progress from Municipal to State to Federal levels. As a
result, claims may take many years to be resolved
Potential Impact
Uncertainty over the level of potential
compensations claims as actions may be
vexatious or frivolous.
Mitigation
The Group has robust recruitment and
HR measures, medical monitoring and
accident recording and prevention to
minimise the potential for spurious
accident or medically related claims.
Litigation can be time consuming and detract
management focus from core activities.
Contingent liabilities arising from litigation
may impact on the Balance Sheet of the Group
and its ability to raise finance.
The Group employs specialist lawyers to
manage the day to day court processes
with the Group’s HR personnel
providing supporting documents and
records as required.
The Group seeks a negotiated settlement
if and when it considers that the
claimant has any justified claim.
Key
Risk has decreased
No change
Risk has increased
32
Strategic Report
Environmental and Social
Serabi is committed to delivering value for all stakeholders through building a long-term, sustainable mining business.
Through a series of programmes and initiatives, the Company seeks to minimise any environmental impacts whilst
maximising the social benefits for the local communities and broader region. Serabi seeks to meet and exceed all operating
standard requirements within Brazil and has the objective of achieving international best practice.
The Company enjoys strong local and regional support and has an excellent track record from an environmental perspective
although continually strives to improve.
Senior management and the Board have put in place a reporting regime that tracks a large number of metrics across the areas of
environmental control, and social and community engagements. This data is also used to provide regular reporting to the relevant
Brazilian authorities to ensure constant compliance with all regulatory requirements. The following summarises the actions that
Serabi has taken, and the performance achieved during the 2022 calendar year.
Key highlights
Compliance with all legal, environmental and regulatory requirements to operate
Steady improvement in health & safety record with ~30% compound annual decrease in lost time injuries and total
reportable injuries since 2017 following continued focus on training and oversight
Responsible environmental stewardship with
small footprint from underground mines with no conventional tailings dams
zero activity in primary rain forest
continuous monitoring of air and water quality
maximising recycling of water and waste materials
remediation of sites degraded by artisanal mining activity
monitoring of biodiversity and on site nursery for cultivation of indigenous plants and trees
62% of waste recycled or repurposed
Greenhouse Gas Emissions well below industry average emissions of 0.37t CO2 equivalent per ounce of gold produced,
compared with 0.41t CO2 e/ oz in 2021 (Scope 1&2)
Supporting the local economy:
70% of employment sourced from Para State (79% in 2021)
45% of procurement of goods and services sourced from Para State (64% in 2021)
Community & stakeholder support and engagement:
131 community/ stakeholder meetings held
investment of US$500,000 in community programmes
clean water and electricity to local communities
road and infrastructure maintenance
support for local indigenous communities
2,073 school children supported with the donation of musical instruments, support for sports events and
awareness campaigns, in addition to help with infrastructure and equipment
405 people passed through environmental education programmes
351 people received medical support
60 people participated in Young Apprentice programme
Establishment of a committee of the Board of Directors with specific responsibility for monitoring ESG performance
33
Strategic Report
Environmental and Social
Serabi has been operating for 21 years in the Tapajós region in the State of Pará and has close cooperation with the local
communities around its mines, Jardim do Ouro, Moraes d'Almeida, Novo Progresso and Itaituba. The Group’s presence has
generated many jobs and opportunities for local communities, as well as other improvements in living conditions through
assistance with infrastructure, educational and health projects. It is a key objective of the Group that its own successes and growth
should also result in maximising the economic benefits for local companies and individuals and for the State of Pará.
All of Serabi's socio-environmental activities are carried out ethically, in accordance with local laws and regulations, and aim to
establish strong relationships with the local communities. Through consultation we try to identify social and environmental issues
and work with local communities to find ways to address these with sustainable and responsible solutions.
Legal, environmental and regulatory compliance
During 2022, Serabi remained in compliance with all legal, environmental and regulatory requirements. Other than for planned
maintenance downtime or power outages, the Company was required to stop the plant on only a single occasion due to unplanned
maintenance on the plant discharge systems. There were no reportable environmental incidents during the year.
Occupational Health and Safety
a
Serabi has made
significant
investment in personal health and
safety at work. The Group has
implemented two macro programmes,
the Risk Management Programme
(“PGR”) and the Occupational Health
and Medical Control Programme
(“PCMSO”), which are supplemented
by the Internal Accident Prevention
Commission (“CIPA”) and the Daily
and Environment
Health, Safety
initiative
These
programmes help make employees
aware of safety
issues and best
practices to reduce the risk of accidents.
During 2022 a total of 9,251 hours of
safety
to
employees, an average of 14 hours per
employee.
training was provided
(“DSSMA”).
Injury rates remained low during the
year with a single Lost-Time Injury
(“LTI”)
five Total
Reportable Injuries (“TRIs”) compared with zero and eight respectively in 2021. Since 2017, LTIs have shown a 29.9% compound
annual decline and TRIs have declined by a compound annual rate of 31.1%.
reported and
34
Strategic Report
Environmental and Social
The Group undertakes regular health
initiatives for all its staff covering matters
such as mental health, stress management
sexually transmitted diseases and breast and
prostate cancer awareness. These group
health
involving
sessions
professionals, are aimed at
improving
understanding, prevention and treatment of
these and other health problems.
specialist
Environmental Stewardship
Operating within the Amazon basin brings additional responsibility on Serabi as well as added scrutiny. The Company welcomes
this scrutiny and at all times seeks to minimise its impact on the environment and maintains a policy of undertaking zero activity
within primary rain forest.
Continuous monitoring of any impacts the Company may have ensure adherence to the required standards and also allows the
Company to identify any issues that may arise and address them. Eighty three environmental monitoring stations are established
across each of the Group’s operating sites, measuring the quality of air and surface, underground and potable water , whilst
measuring noise and vibration levels and controlling the risk of effluent leakage.
35
Strategic Report
Environmental and Social
In addition to the monitoring described above, the Company undertakes annual surveys of biodiversity at its operating sites. This
is both to monitor the general health of biodiversity but also identify any endangered or threatened species. With the tight controls
on suppression of vegetation and protection of wildlife, Serabi’s operating sites are typically more densely forested than the
surrounding area which is frequently cleared for farming. As such, the operating sites become havens for wildlife with a broad
spectrum of mammals, birds, amphibians and reptiles identified. Mammal species in particular were found to be in higher
concentrations than expected.
Serabi has a nursery in which it grows native trees for rehabilitating deforested areas including areas impacted by historic artisanal
mining activity and areas licenced for suppression by the Company to undertake exploration activities.
During 2023, a programme has been initiated to plant 1,400 native trees around the Palito mine site, whilst we anticipate that
approximately 6,800 square meters will be revegetated across the three mining areas.
Serabi aims to maximise the amount of process plant water it recycles to minimise its fresh water demand. In total 32% of process
water was recycled during 2022, down from 51% during 2021 due to modifications in the process plant although the overall water
usage declined by almost 10% from 331,000m3 in 2021 to 302,000m3 in 2022.
36
Strategic Report
Environmental and Social
In addition, the Company has a policy of recycling as much waste material as possible, achieving a level of 62% during the year.
Greenhouse Gas Emissions
With a small footprint and high grade deposit, Serabi sits well below the industry average for greenhouse gas emissions with 0.37
tonnes of carbon dioxide equivalent emitted per ounce of gold produced (compared with the industry average of 0.8t CO2 e/oz
from 2019) based on Scope 1 & 2 (direct emissions and indirect emissions from energy consumption respectively).
The Company relies on diesel generators for power during the day and for all its mining fleet, using grid power, mainly hydro-
electric (“HEP”), to run the plant at night. As the grid power infrastructure and reliability improves, the Company will increase
its usage of HEP and thereby further reduce its greenhouse gas emissions.
Supporting the local economy:
Serabi seeks to ensure its activity maximises the benefits to the local region. 70% of employees come from Para State and 32% are
from the immediate communities. Year on year we continue to try and increase the numbers of staff recruited from both the
neighbouring communities and the wider State of Para. In addition, the Company tries to maximise its procurement of goods
and services locally, with 45% of its requirements sourced from Para State and 32% sourced from within 100km of its operating
sites.
Community programmes
The Group’s community and social relations
professionals undertake regular meetings with the
neighbouring communities to understand the needs
of the local residents, as well as explaining the role
that Serabi can play in improving community life.
These meetings with residents' associations and
community representatives and the programmes
that are generated through this dialogue, help
strengthen ties with the community and reinforce the
positive benefits that our operations bring to the
region. Of a total of 58 requests the Group is pleased
that it was able to provide assistance to satisfy a total
of 42 of these requests. In total approximately
US$500,000 was provided to community support
programmes during 2022.
Our staff have also run health awareness campaigns
in the local communities, provided environmental
educational programmes including waste disposal
and recycling facilities, and provided continued
support for local vaccination programmes.
We have also established partnerships with key groups including the City Hall of Novo Progresso and Lions Club International
for road maintenance activities and health projects respectively. We are also providing financial support to an educational, and
training initiative in Novo Progresso supporting a school of jewellery manufacture and craftsmanship and developing new skills
and opportunities for residents in the community.
37
Strategic Report
Environmental and Social
We are constantly seeking to maximise the opportunities that can be made available to the local workforce and provide assistance
with training and support in a number of fields. At school level
we have established a partnership with the schools in Moraes
Almeida to stimulate and improve the reading skills of
students, created a young apprentices programme providing
an opportunity for young people to prepare for working life,
and are developing a technical training programme for young
adults.
Community health
Serabi, through its own medical staff, supports communities
such as São Chico and Jardin do Ouro with medical and
emergency care and for more serious cases the Group provides
an ambulance to take patients to hospitals.
Indigenous population
Interaction with indigenous communities is strictly controlled
by legislation, and Serabi has worked with government
agencies to bring about improvements in the levels and quality
of water supply to the Kayapó community. During 2022, the Group, through its consultants and in collaboration with FUNAI the
38
Strategic Report
Environmental and Social
government agency for indigenous communities, undertook an impact assessment study for the Group’s Coringa project. During
this process we have continued to receive very positive support and encouragement from the indigenous communities.
Diversity
The following table summarises the levels of staff, by gender, employed by the Group at the end of 2022.
Board
Administrative offices
Palito Mine
Sao Chico Mine
Coringa Mine
Male
Female
Number
6
9
542
16
38
(per cent)
100%
50%
95%
80%
84%
Number
—
9
30
4
7
(per cent)
0%
50%
5%
20%
16%
This Strategic Report was approved by the Board on 2 May 2023
By order of the Board
Clive Line
Company Secretary
2 May 2023
39
Corporate Governance
Contents
41 Board of Directors
43 Governance Report
51 Audit Committee Report
57 Remuneration Committee Report
71 Sustainability Committee
72 Directors’ Report
40
CORPORATE GOVERNANCE
Board of Directors
Michael Lynch-Bell,
Non-Executive Chair
Mike Hodgson,
Chief Executive
Clive Line,
Finance Director and Company
Secretary
of
exploration
Clive is a Chartered Accountant and
has been involved in mining and
natural resources companies since
1987, overseeing financial and legal
affairs
and
development projects and producing
operations in Africa, Europe and the
former Soviet Union. Having worked
with Price Waterhouse in both the
UK and Australia, he joined Cluff
Resources plc in 1987, where he was
finance director prior to its sale to
Ashanti Gold and
the
privately-owned Quest Petroleum
Group in a similar position in 1993.
Following the successful sale of this
group he became involved with both
Eurasia Mining plc and Northern
Petroleum plc, both of which were
admitted to AIM in 1996. Between
1999 and 2005 he worked as a
divisional finance director within the
Interpublic Group, one of the world’s
largest marketing services groups,
prior to joining Serabi in 2005.
joining
He has an Honours degree
in
Accounting and Finance and is a
member of the Institute of Chartered
Accountants of England and Wales.
to
Michael spent a 38-year career with
Ernst & Young (EY), having led its
Global Oil and Gas, UK IPO and
Global Oil and Gas and Mining
transaction advisory practices. He
was a member of EY’s Assurance
Practice from 1974 to 1996, when he
transferred
the Transaction
Advisory Practice. He was also UK
Alumni sponsor and a member of the
firm’s Europe, Middle East, India,
and Africa and Global Advisory
Councils. He retired from EY as a
partner in 2012 and continued as a
consultant
firm until
November 2013. He is also a non-
executive director of London-listed
Gem Diamonds Limited,
and
independent
non-executive
chairman of ASX-listed Little Green
Pharma.
the
to
to
services
technical
Mike has worked in the mining
industry for over 30 years and has
extensive international experience.
Prior to joining Serabi, he worked as
chief operating officer and vice
president
for
Canadian-based Orvana Minerals
Corporation. Prior
that, he
provided consulting services to a
number of mining companies in
Europe and South America. Previous
appointments include manager of
technical services and operations for
TVX Gold Inc., mining technical
consultant
Howe
International Ltd and similar roles at
Rio
and Zambia
Consolidated Copper Mines Ltd. He
has, during his career, acquired
extensive experience in narrow vein
underground mining operations.
Tinto
ACA
plc
at
Mr Lynch-Bell (FCA) graduated with
and
a BA Hons Economics
of
(University
Accountancy
Sheffield) and is a member of the
Institute of Chartered Accountants in
England and Wales.
Committee membership:
ACh
R
Originally qualified
in mining
geology, Mike is a Fellow of the
Institute of Materials, Minerals and
Mining, a Chartered Engineer of the
Engineering Council of UK and a
“Qualified Person” in accordance
with Canadian National Instrument
43-101 – Standards of Disclosure for
Mineral Projects.
41
ACh
A
RCh
R
CORPORATE GOVERNANCE
Board of Directors
Mark Sawyer,
Non-Executive
Major in Finance from Universidad
Católica de Chile.
co-founded
Mark
Greenstone
Resources in 2013 after a 16 year
career in the mining sector. Prior to
establishing Greenstone, Mr Sawyer
was GM and Co-Head Group
Business Development at Xstrata plc
for
where he was
and
originating,
business
negotiating
development
for
Xstrata. Prior to Xstrata Mr Sawyer
held senior roles at Cutfield Freeman
& Co (a boutique corporate advisory
firm in the mining industry) and at
Rio Tinto plc.
evaluating
new
opportunities
responsible
Mark qualified as a lawyer and has a
law degree from the University of
Southampton.
Committee membership:
A
RCh
Carolina Margozizni,
Non-Executive
Latin America,
Carolina
is Principal of Private
Equity & Venture Capital at Megeve
Investments (“Megeve”), where she
is focused on direct private equity
investments in Mining and Energy
within
and
technology
investments globally.
Megeve is an investment adviser to
Fratelli. She currently serves as
Board Member at Haldeman Mining
Company, a copper and gold
producer in Chile, and at Colgener, a
Colombian
Company.
Energy
Previously,
she was Head of
Research and Financial Analysis at
fishery and salmon
Blumar, a
farming company. She started her
career in Investment Banking at the
local branch of Citibank, where she
gained experience in M&A, Equity,
and Debt Capital Markets.
Carolina has a bachelor’s degree in
Business and Administration with a
Committee membership:
Audit Committee Chair
Audit Committee Member
Remuneration Committee
Chair
Remuneration Committee
Member
R
Luis Azevedo,
Non-Executive
a
is
on
natural
industry
resource
Luis
professional
significant
with
international experience. He is both a
licensed lawyer and geologist with
over 27 years of business and mining
experience, specifically in Brazil. He
is currently the Managing Partner at
FFA Legal Ltda, a legal firm he
founded with its main office in Rio de
Janeiro, Brazil, and which is focused
solely
resources
companies. Mr Azevedo is also an
Executive Director of Harvest
Minerals Limited and Jangada Mines
plc, GK Resources Ltd,
and
for Western
previously worked
Mining Corporation, Barrick Gold
Corporation
Harsco
Corporation. Mr Azevedo was
formerly an executive director of
Avanco Resources Ltd and is now
Chair of the Brazil advisory board to
Oz Minerals Ltd.
and
degree
Mr Azevedo received a geology
degree from UERJ – Universidade do
Estado do Rio de Janeiro in 1986, a
law
Faculdade
Integradas Cândido Mendes in 1992,
and a post graduate degree from
PUC-Rio, Pontifícia Universidade
Católica of Rio de Janeiro in 1995.
from
42
CORPORATE GOVERNANCE
Governance Report
Introduction from the Chair
Dear Shareholders
I assumed the role of Non-Executive Chair on 8 August 2022, the appointment of an independent Chair having been a key
recommendation arising from an independent assessment of the Board and its operation completed for the Group in February
2022. My approach towards governance, alongside that of my fellow directors, is that we all recognise the importance and value
of sound governance practices and support the principles of continuing to develop appropriate and good corporate governance
which can underpin Serabi’s operations. In this section we set out the Group’s governance arrangements and provide further
information on how the Board and its Board Committees operate. The year in review was challenging for Serabi but prompt action
by management supported by the Board has ensured that it is in a considerably stronger position than some might have
anticipated a year ago. It has some exciting growth opportunities during 2023 and important strategic decisions to maximise
returns to stakeholders.
Whilst I and the rest of your Board will continue to work closely with management on the operational and financial aspects of the
business, I will also be focussed on enhancing some other aspects and in particular to ensure that the Board is closely monitoring
the Group’s health, safety, social and environmental obligations and also improving its level of ESG reporting and seeking to
ensure that it is meeting best practice. Increasingly we are seeing institutional investors adopting stricter mandates for their
qualifying investments and we need to ensure that Serabi continues to attract the widest possible investor audience. We have
now established a Sustainability Committee and its initial scope is summarised in this Annual Report. The remit of the Audit
Committee will be expanded to include risk and compliance matters during this year, ensuring that the Board is fully compliant
with its governance obligations.
The Board has overall responsibility for setting the Group’s strategic aims, defining the business plan and strategy and managing
the financial and operational resources of the Group. The delivery and implementation of the business plan and strategy resides
with the Executive Directors and the executive team (senior management) who in turn are supported by a range of functional
teams, and external service providers as required. As Serabi continues to pursue its growth objectives, good corporate governance
and culture continue to be of the utmost importance, I look forward to engaging with all of our stakeholders, as we seek to create
value and operate ethically and responsibly.
Michael D Lynch Bell
Chairman
2 May 2023
Corporate Governance Statement
This Governance Report incorporates the Audit Committee Report on page 51, the Remuneration Committee Report on page
57, the Directors’ Remuneration Report on page 65 and the Directors’ Report on page 72
Since 1 September 2018, the Directors, being committed to the principles underlying best practice in corporate governance,
adopted the Corporate Governance Code (“the QCA Code”) prepared by the Quoted Companies Alliance (“QCA”). In addition,
the Group as a result of the listing of its shares on the TSX is obliged to comply with Canadian National Policy 58-201 – Corporate
Governance Guidelines which establishes corporate governance guidelines that apply to all public companies. The Group has
instituted corporate governance practices that also, where practical, take consideration of these guidelines. The Group is also
subject to the UK City Code of Takeovers and Mergers.
The QCA Code sets out 10 principles of corporate governance that the Company should adopt. The table below sets out the ten
principles and how the Company has applied them, to gether with further references on where more detailed information can be
found in this report and on the website. Details of how the Company applies each of the principles can be located at
http://www.serabigold.com/corporate/corporate-governance).
Governance principles
Establish a strategy and business
model to promote long-term value
for stakeholders
Compliance /Application
The Group is
is focussed on pursuing gold mining opportunities in Brazil appropriate
to the Group’s size and capabilities,
will
identify and evaluate high quality opportunities
through
exploration or acquisition,
43
CORPORATE GOVERNANCE
Governance Report
Governance principles
Compliance /Application
expects to plan, finance and build new mines in a timely and cost-
effective manner, and
will seek continuous operational improvements to maximise value.
Further details are set out in the section Strategy and Business Model earlier in
this Annual Report.
Understanding Shareholder Needs
and Expectation
The Board is committed to providing shareholders with clear and timely
information on Serabi’s activities, strategy and financial position. General
communication with shareholders is coordinated by the Chief Executive Officer
and the Chief Financial Officer together with the Business Development Manager.
The Group publishes on its website a range of information which helps current
and potential shareholders to make an assessment of the Group’s position and
prospects.
The Board maintains a regular dialogue with the Group’s major institutional
investors, providing them with such information on the Group’s progress as
commercial confidentiality, market abuse rules and other legal requirements
permit.
The Group acknowledges that the majority of its private investors hold their
shares via nominee shareholders and may not be able to fully exploit their
shareholder rights effectively. The Group attends selected industry events at
which management are available to engage with private investors and provides
published interviews with media outlets to coincide with key news flow and
events.
The Group has staff dedicated to ensuring that it has active relationships
with local communities who are within the vicinity of its operations to understand
their concerns and expectations, thereby seeking to ensure mutually beneficial co-
operation for both sides. The Group is subject to oversight by a number of
different governmental and other bodies who directly or indirectly are involved
with the licensing and approval process of mining operations in Brazil.
Additionally, given the nature of the Group’s business, there are other parties
who, whilst not having regulatory power, nonetheless have interest in seeing that
the Group conducts its operations in a safe, responsible, ethical and conscientious
manner. The Group makes all reasonable efforts, directly or through its advisers,
to engage in and maintain active dialogue with each of these governmental and
non-governmental bodies, to ensure that any issues faced by the Group, including
but not limited to regulations or proposed changes to regulations, are well
understood and ensuring to the fullest extent possible that the Group is in
compliance with all appropriate regulation, standards and specific licensing
obligations, including environmental, social and safety, at all times.
Further details are set out in the Stakeholder Engagement section of the Strategic
Report.
The Board of Directors and the members of the Audit Committee and Senior
Management consider that they have identified and assessed the principal risks
and uncertainties and the actions required to mitigate against these.
Significant decisions are deliberated by the Board following robust consideration
of any exposure to identified risks, and the associated risk tolerance and appetite.
Details of the Board’s assessment of the Risks and Controls are set out on pages
25 to 32.
44
Considering Wider Stakeholder and
Social Responsibilities
Risk Management
CORPORATE GOVERNANCE
Governance Report
Governance principles
Compliance /Application
A well-functioning and balanced
Board of Directors
Appropriate Skills and Experience of
the Directors
Evaluation of Board Performance
The Board comprises two members of the executive management, two
shareholder representatives and three other
independent non-executives
including the Chair. The Board meets regularly and receives monthly operational
financial and other reports from the executive management. Whilst two of the
non-executive directors are not considered to be independent by virtue of their
relationship with significant shareholders, nonetheless the Board considers that
as a whole it is able to exercise independent judgment and the role of a Directors
is restricted in the event of any potential conflict of interest.
The Board meets on a regular basis and during 2022 met a total of 15 times. The
frequency of Board meetings, as well as the nature of agenda items, varies
depending on the state of the Group’s affairs and in light of opportunities or risks
which the Group faces.
See pages 43 to 50 of the Governance Report for further information on our
Governance Framework, how the Board functions, the number of meetings held
and the work carried out by the Board and its committees throughout the year in
review.
The current balance of skills in the Board as a whole reflects a broad range of
commercial and professional skills across geographies and the natural resources
industry and each of the Directors has previous experience in public markets. Of
its seven members, its membership covers three nationalities, and includes two
Directors with strong technical mining and geological expertise, two Directors
with financial backgrounds, one Director with a legal background specialising in
the natural resources sector in Brazil and two Directors bringing investment
banking and corporate finance experience.
See pages 41 to 42 for further details on each of the Directors.
Over a period between November 2021 and February 2022, an independent
evaluation was undertaken by Board Excellence, an international board
consultancy practice. The core objectives were to complete an assessment of the
Board’s effectiveness, performance and compliance with
Relevant aspects of the UK Corporate Governance Code (2018)
UK Financial Reporting Council Guidance on Board effectiveness (July 2018)
Internationally recognised board best practices
Board Excellence’s own experience and board best practices
The QCA Corporate Governance Code
TSX Governance requirements
The report highlighted the need to improve the current system of corporate
governance. The recommendation of Board Excellence was that this should be
undertaken under the guidance and leadership of an independent chairperson
who was appointed in August 2022. Other areas that the review highlighted for
action includedJ
increased levels of independence and diversity
a reduction in the size of the Board whilst prioritising gender diversity
for the Audit Committee to assume a greater role in Group’s risk management
framework including Cyber risks
that on at least an annual basis the Board review and agree its strategy and
establishes a set of key financial and non-financial KPIs to monitor
performance against that strategy on a monthly basis.
45
CORPORATE GOVERNANCE
Governance Report
Governance principles
Corporate Culture
Maintenance
Structures and Processes
of
Governance
Shareholder Communication
Compliance /Application
that an annual cycle be established for consideration by the Board of key
matters such as risk management, strategy, budget approval and succession
planning.
outsourcing of the Group Secretarial function
developing templates for the preparation of Board papers
development of an appropriate succession plan for the senior executives
The Board through its actions and direction has sought to establish a corporate
culture that places emphasis on the Group’s and the Board’s cultural
priorities:
Social responsibility – working closely with communities to ensure that the
Group’s operations bring enhancements to the lives of those that might be
most affected by the Group’s presence in the area;
Transparency – the Group should be open in its dealings with all stakeholders,
clear in its objectives and aims and cognisant and sympathetic to the needs
and requirements of stakeholders;
Health and Safety – whilst recognising the inherent risks that are present in
the industry, actively encouraging a working environment and work practices
within the Group’s operations, that strive to minimise and eliminate risk to
personnel wherever possible;
Risk management – the Board encourages, through its decision making
process, that management properly evaluates and considers the implications
of decisions (operational, financial or otherwise) on the long-term future of
the business, seeking to ensure that risk is adequately managed and
minimised; and
Sustainability – the Board considers that it has a responsibility to stakeholders
to ensure that the business is able to deliver long-term benefits whether,
financial, social or environmental and ensuring that decisions do not have
longer-term implications that would jeopardise the long-term sustainability
of the Group
Ultimate authority for all aspects of the Group’s activities rests with the Board,
with the responsibilities of the Executive Directors arising as a consequence of
delegation by the Board.
The Board has adopted appropriate delegations of authority which set out matters
which are reserved to the Board.
The Chairperson is responsible for the effectiveness of the Board, while
management of the Group’s business and primary contact with shareholders has
been delegated by the Board to the Chief Executive Officer and the Finance
Director.
The Board has established an Audit Committee, a Remuneration Committee and
a Project Steering Committee who undertake certain oversight responsibilities on
behalf of and report back to the Board .
The Board reports to the shareholders on its stewardship of the Group through
the publication of quarterly operational updates and quarterly and full year
financial results. News releases are issued throughout the year and the Group
maintains a website (www.serabigold.com) on which press releases, corporate
presentations and the Report and Financial Statements are available to view.
Additionally, this Report and Financial Statements contains extensive information
about the Group’s activities. Enquiries from individual shareholders on matters
relating to the business of the Group are welcomed. Shareholders and other
interested parties can subscribe to receive notification of news updates and other
46
CORPORATE GOVERNANCE
Governance Report
Governance principles
Compliance /Application
documents from the Group via email. In addition, the Executive Directors meet
with major shareholders to discuss the progress of the Group and provide
periodic feedback to the Board following meetings with shareholders.
The Annual General Meeting, and other meetings of shareholders that may be
called by the Group from time to time, provide an opportunity for communication
with all shareholders and the Board encourages the shareholders to attend and
welcomes their participation. The Board is committed to maintaining good
communication and having constructive dialogue with its shareholders. The
Group has close ongoing relationships with its private shareholders. Institutional
shareholders and analysts can discuss issues and provide feedback at meetings
with the Group. In addition to its Annual Report the Group provides detailed
quarterly reports outlining operational and financial performance in each quarter.
The outcome and detailed results of shareholder votes are reported following each
meeting of shareholders. There has been no instance in any recent shareholder
meeting whereby the votes cast have not been substantially in favour of the
resolutions proposed by the Board. If a significant number of the independent
votes cast (greater than 20%) were not cast in favour of a resolution, the Board and
management would seek to better understand that vote and consider taking
actions as a result of that vote.
Board of Directors and operation of the Board
The Board is currently comprised of the Chief Executive, Mr Mike Hodgson, the Financial Director, Mr Clive Line and five Non-
executive Directors. Of the Non-executive Directors, Mr Michael Lynch-Bell, Mr Luis Azevedo and Mr Aquiles Alegria are
considered to be independent, whilst Ms Carolina Margozzini and Mr Mark Sawyer, under the QCA Code, by virtue of being
appointed representatives of significant shareholders, are not considered to be independent. Biographical details of the current
Directors are set out on the Group’s website and on page 41 and 42 of this report.
Board composition during the year under review
Name
Role
Independent
Period of
service at 31 Dec
2022
Date of
appointment
Date of
resignation
Executives
Michael Hodgson
Clive Line
CEO
CFO
No
No
15 yrs 11 mths
17 yrs 9 mths
1 February 2007
14 March 2005
Non executives
Michael Lynch-Bell Non-executive Chairperson
Aquiles Alegria
Non-executive Director
Non-executive Director
Luis Azevedo
Nicolas Bañados (1) (3) Non-executive Director
Non-executive Director
Mark Sawyer (2)
T Sean Harvey
Non-executive Director
Eduardo Rosselot (1) Non-executive Director
(1) Shareholder nominated Director representing Fratelli Investments Limited.
(2) Shareholder nominated Director representing Greenstone Resources II LP.
(3) On 24 January 2023, Ms. Carolina Margozzini was appointed to the Board as the representative of Fratelli Investments Limited replacing
8 August 2022
7 July 2014
27 April 2020
13 May 2013
23 March 2018
30 March 2011
2 October 2012
5 mths
8 yrs 6 mths
2 yrs 8 mths
9 yrs 7 mths
4 yrs 9 mths
N/A
N/A
Yes
Yes
Yes
No
No
Yes
No
28 June 2022
8 August 2022
24 January 2023
10 March 2023
Mr Nicolas Bañados.
The Board has established an Audit Committee and a Remuneration Committee, particulars of which are set out in this report.
The Board has not at this time felt it necessary to establish a separate Nominations Committee and considers that this responsibility
47
CORPORATE GOVERNANCE
Governance Report
can be discharged by the Remuneration Committee currently or, if the circumstances so dictate, the Board as a whole. The Board
is in the process of establishing a Sustainability Committee. At the present time the Board takes collective responsibility for all
other aspects of Corporate Governance.
Additionally, the Board has appointed an Executive Committee to oversee and coordinate the day-to-day running of the Group.
It is empowered to make decisions over a number of areas without reference to the full Board and specifically to deal with all
matters relating to the daily operation of the Group.
The Executive Committee comprises the Chief Executive and the Finance Director. The Executive Committee is responsible for
the daily operation of the Group and for making recommendations to the Board regarding short and medium-term budgets,
targets and overall objectives and strategies for the Group.
The Chief Executive and the Finance Director are full-time employees of the Company whilst each of the Non-executive Directors
are considered to be part time but are expected to commit as much of their time to the Company as is required.
Board function and activities during the year
The Board is collectively responsible for the long-term success of the Group and is therefore responsible for setting the strategic
objectives and ensuring they are properly pursued. In addition, the Board ensures that major business risks are actively
monitored and managed and to be accountable to the all the Group’s stakeholders. Principal decisions of the Board are those
which potentially have a long-term strategic impact and are material to the Group, and/or are significant to key stakeholder
groups. In making the following principal decisions, the Board considered how they would affect its stakeholders, the need to
maintain a reputation for high standards of business conduct, the impact on the environment and the need to act fairly between
the members of the Group:
1) Approval of operational plans and financial forecasts.
The Board considers management’s operational plans and proposed exploration and development proposals on an
annual basis and any updates or variations that are submitted for approval during the course of the year. The evaluation
process includes detailed discussions with management, and due consideration of the operational risks, economic
assumptions and the reasonableness of other estimates or judgements made by management. The Board will require
management to submit revised plans and forecast if, during the period, it is appropriate to consider that any
assumptions, estimates or judgements may no longer be reasonable, or matters have arisen that impact on the ability to
achieve the plans or the outcomes expected.
2) Continuation of the Coringa mine development and processing of ore recovered at Palito.
In July 2021, the Group commenced work to establish the mine portal for the Serra Vein. Initially undertaken to expose
the veins and obtain better understanding of the ore body. The Board approved the continued development of Coringa
during 2022, and management’s recommendation to start processing of ore being recovered using the gold plant located
at Palito.
3) Adjustment of 2022 annual production guidance in light of operational issues identified at the São Chico mine.
At São Chico, dilution in the Julia Vein from mechanised long hole open stoping was higher than expected as a
consequence of the presence of parallel and cross cutting faults and intrusive dykes which post-date the ore. The Board
supported management’s decision to adjust the mining method on the Julia Vein and introduce selective open stoping,
the method used successfully on the Palito orebody.
4) Adjustment of 2022 production plan and underground drilling programmes to prioritise securing long term
production at Palito.
Following the first quarter production issues at São Chico, management recommended that underground drilling be
focussed at Palito to build the mineral resource inventory and secure medium-term options to sustain production.
Underground drilling at São Chico was deferred and management recommended using development of Coringa to
provide additional gold production to replace gold production lost from São Chico.
5) Temporary suspension of mining activities at São Chico.
Management have identified that for 2023, the process plant can be kept at close to capacity with the processing of ore
from the Palito and Coringa deposits. Ore from both these deposits is amenable to ore-sorting and therefore the resultant
feed grade is projected to be higher than can be recovered from the São Chico deposit. Management have therefore
recommended a temporary suspension of mining activity from the São Chico deposit. This allows adequate time to
48
CORPORATE GOVERNANCE
Governance Report
undertake both surface and underground drilling programme at São Chico to increase the mineral inventory and
evaluate other potential nearby areas for future mining.
6) Temporary suspension of further ramp development at Coringa.
Final approval allowing plant and additional site infrastructure construction to commence at Coringa, which is also
considered a catalyst for securing debt funding, continues to be delayed whilst additional reports and procedures
beyond those originally requested are prepared and finalised. The Board has therefore agreed with management to
cease further ramp development until these approvals and external funding are available. Gold production for 2023
will not be affected by this decision.
7) Securing short-term working capital bank facilities.
Following the reduced levels of production in the first quarter of 2022 and the expectation of lower levels of gold
production than previously forecast, the Board approved the Group obtaining a short-term working capital loan in May
2022. They approved a further facility in February 2023 ensuring that the Group has adequate liquidity to repay the
initial 2022 loan at maturity.
8) Hedging of gold prices and exchange rates
Management has negotiated unsecured hedging facilities with a major financial institution allowing it to undertake
hedging transactions with a prescribed credit limit. The Board approved, in February 2023, management’s
recommendation to use hedging arrangement over the sales proceeds from approximately 10,000 ounces of production
over a 12 month period to secure some of the cash flow for 2023 allowing the Group to commit to capital expenditure
programmes.
Attendance at Board and committee meetings
During 2022, the Board held 15 Board meetings. Attendance by each of the Directors at these meetings and meetings of its
committees are as set out in the table below. There is no fixed time commitment imposed on each of the Non-executive Directors,
however, it is expected that each individual will and is in a position to commit to whatever time requirement is necessary at any
time during the year and throughout the year.
Board meetings
(Attended / Held)
Audit Committee
meetings
(Attended/Held)
Remuneration Committee
meetings
(Attended/Held)
Director
Michael Hodgson
Clive Line
Aquiles Alegria
Luis Azevedo
Nicolas Bañados
Michael Lynch-Bell
Mark Sawyer
Sean Harvey
15/15
15/15
10/15
14/15
12/15
5/5 (1)
13/15
8/9 (2)
Eduardo Rosselot
10/10 (2)
Following date of appointment
(1)
(2) Up to date of resignation
Election and re-election of Directors
–
–
–
–
4/4
2/2 (1)
4/4
2/2 (2)
–
–
–
–
–
1/1
0/0 (1)
1/1
1/1 (2)
–
Executive and Non-executive Directors are subject to re-election usually at the Company’s Annual General Meeting (“AGM”), at
intervals of no more than three years. Any Director appointed by the Board during the year shall automatically be subject to re-
election at the next AGM following their appointment. At the forthcoming Annual General Meeting, it is expected that Mr Michael
Hodgson and Mr Luis Azevedo will retire and being eligible put themselves forward for re-election. In addition, Mr Michael
Lynch-Bell and Ms Carolina Margozzini, who were both appointed to the Board during the period since the last Annual General
Meeting, are required to submit themselves for re-election by the shareholders in accordance with the Company’s Articles.
49
CORPORATE GOVERNANCE
Governance Report
Board Independence and Conflicts of Interest
The Board is satisfied that, as a whole, it is able to exercise independent judgement. The Articles of Association of the Company
have already been specifically amended to restrict the role of the Directors in any situation where there is considered to be a
conflict of interest and requiring such conflicted Director(s) to abstain from voting and participation in any meeting or voting
where the matter giving rise to the conflict is to be considered. The Company has also entered into Relationship Agreements with
each of Fratelli Investments Limited (“Fratelli”) and Greenstone Resources II LP (“Greenstone”), its two principal shareholders,
details of which are set out in the Annual Information Form filed by the Group on SEDAR on 9 April 2020 and available on the
Group’s website. The Relationship Agreements inter alia require that (i) the Company is capable of carrying on its business
independently of each of Fratelli and Greenstone; (ii) transactions between any member of the Group and any member of either
Fratelli or Greenstone are made at arm's length on a normal commercial basis and approved by Directors independent of Fratelli
or Greenstone as appropriate; (iii) any disputes between Fratelli and/or Greenstone and any member of the Group shall be dealt
with by a committee of the independent Directors; (iv) the selection, approval and removal of senior management and Executive
Directors shall be subject to the approval of a majority of the Non-executive Directors of the Company; and (v) neither Fratelli
nor Greenstone shall take any action as a result of which there would be fewer than two Directors independent of Fratelli and
Greenstone.
The Board of the Company may meet without management when any Board meetings are held and at any other time if so
requested by the Chair. The Audit Committee and the Remuneration Committee are both comprised solely of Non-executive
Directors and the Remuneration Committee will as a matter of its normal business meet without management during the course
of the year. Other Non-executive Directors are generally invited to attend meetings of the Remuneration and Audit Committees
to permit joint consideration of matters without the presence of management and whilst subject matter will generally be confined
to the areas of audit, controls and remuneration, the Chair invites participation on other topics at these meetings. Accordingly,
forums do occur every three to four months that comprise meetings of the Non-executive Directors.
Service contracts
No Director has any service contract, consultancy agreement or other such arrangement with a notice period in excess of one year.
50
CORPORATE GOVERNANCE
Audit Committee Report
I am pleased to present this report on the activities of the Audit Committee (“the “AC”) for the year ended 31 December 2022.
This report is prepared in accordance with the Quoted Companies Alliance (“QCA”) corporate governance code for small and
mid-sized quoted companies, revised in April 2018..
The AC was chaired during the first half of the year by T Sean Harvey up until his resignation form the Board on 28 June 2022.
Sean had recent and relevant financial experience by virtue of his experience as an investment banker, heading up the mining
sector for BMO Nesbitt Burns for a number of years and also his activities both managing as CEO and also sitting on the Boards
of various mining companies. Following my appointment as Chair of the Group in August 2022, I assumed the role of Interim
Chair of the AC. I am Chartered Accountant with a 38-year career with Ernst & Young (EY), having led its Global Oil and Gas,
UK IPO and Global Oil and Gas and Mining transaction advisory practices. I was also a member of EY’s assurance Practice from
1974 to 1996, when I transferred to the Transaction Advisory Practice. The other members of the AC who served during 2022
have been Mr Sawyer and Mr Bañados.
The AC is considered, as a whole, to have the required competence relevant to the mining sector in which the Group operates. Mr
Sawyer and Mr Bañados have the appropriate financial experience and are the best qualified of the Non-executives Directors to
be members of the AC, However, as both individuals are shareholder appointed representatives this means the Committee’s
composition did not, during 2022, meet best practice guidelines under the QCA Code. The Board anticipates that during 2023
there will be the appointment of a further independent Non-executive Director who will also assume the position of the AC Chair.
The Board has delegated certain authorities of risk management to the Audit Committee, which has its own formal terms of
reference. The Audit Committee meets at least four times during a year and in these meetings will consider and discuss with the
auditors, the audit approach and key areas of risk for reporting the annual financial results, review and approve the annual
financial statements and all interim financial statements.
The principal responsibilities of the AC are
monitor the integrity of the Financial and Narrative Statements of the Group including results and other announcements
of financial performance;
review significant financial reporting issues and judgements;
review and, where necessary, challenge the consistency of accounting policies and whether appropriate accounting
standards have been used;
review the contents of the Annual Report and Group Financial Statements and advise the Board on whether it is fair,
balanced and understandable and provides the information necessary for shareholders and stakeholders to assess the
Group’s position, performance, business model and strategy;
review the effectiveness of the Group’s internal controls (including the Group’s internal financial controls) and risk
management systems;
consider the need for an internal audit function and make a recommendation to the Board;
review the Group’s whistle-blowing system and procedures for detecting fraud and make recommendations to the
Board;
review the Group’s procedures for the prevention of bribery and receive reports on non-compliance;
oversee the relationship with the external auditor, assessing its independence and objectivity, and approval of auditor
remuneration including the level of audit and non-audit fees;
review and make recommendations to the Board on the appointment of the external auditor and to approve the
remuneration and terms of engagement of the external auditor;
review and approve the annual audit plan, and review the effectiveness and findings of the audit; and
report to the Board on the proceedings of the AC and make recommendations to the Board on any area within the AC’s
remit.
AC meetings are held at least four times a year, and the Finance Director is usually invited to attend. The AC has the right to
request other Executive Directors and senior management to attend its meetings. Other advisers of the Group also attend meetings
if requested by the AC. The external auditor is requested to attend the meetings on an ad hoc basis, and they have direct access to
the Chair of the AC. Following each meeting the Chair of the AC reports formally to the Board on the main issues discussed by
the AC
During the period, four meetings of the Committee were held, and the following significant operational issues were considered
during the course of the year.
51
CORPORATE GOVERNANCE
Audit Committee Report
Significant issue
Summary of significant issue
Actions and conclusion
Going concern
Assessment of the Group’s ability to continue as a
going concern as part of the preparation of the
financial statements. This includes considering
whether the Group has adequate resources to
continue in operation for the foreseeable future
from the date of anticipated signing of the
financial statements.
The assessment of going concern covers a period
of at least 12 months from the date of signing the
financial statements.
Recoverability of State
taxes
Revenue estimation
and adjustments
The Group, in common with all businesses in
Brazil, is subject to a number of State and Federal
taxes on goods that it purchases. As an exporter
of goods, it is exempt from any sales taxes on its
products. As a result, it is due tax rebates by both
Federal and State tax bodies. In general, the
Group is able to utilise its tax debts by way of
offset against other taxes that it owes. The Group
has however determined, based on the actions of
the State Tax Authorities (“STA”) and the
expected future operational expenditures over
the next 12 months, that certain State taxes that it
is able to recover and are owed at 31 December
2022 are not expected to be recovered in full
through such an offset arrangement during the
next 12 months and has therefore categorised the
balance owed in respect of these State taxes as
being due in more than 12 months. The Group
has received legal advice confirming that these
taxes owed to the Group by the State of Para are
fully recoverable.
is
Revenue
initially recognised based on
estimations derived from laboratory analysis of
metal content at the time of sale and these
estimations are subject to change when the final
levels of metal content are agreed based on
further laboratory assessments conducted by
both the buyer and the seller. Revenue is therefore
subject to amendment at a future date.
In the case of gold bullion any adjustments are
currently agreed within a few days of the initial
52
Management prepares a detailed report for
consideration and challenge by the AC and the
external auditor, supported by cash
flow
projections for the Group derived from the
corporate cash
flow model developed by
management. The main assumptions made in the
2022 year-end cash flow forecasts which support
the going concern basis were operational and
production performance gold price and foreign
exchange rates. These key judgements and
estimates made by management were challenged
and assessed by the AC. The AC was satisfied
that under the base case presented the Group
would be able to continue in operational existence
throughout the going concern period.
the going concern
The AC has reviewed
statement on pages 23 and 24 and concluded it is
fair and balanced.
Schemes exist and have been used in the past that
allow companies to sell their ICMS credits to
other companies but use of these schemes is
always subject to the approval of the STA. Legal
advice has also highlighted the opportunity to use
the credits as part payment for certain goods and
capital equipment.
Management has assessed the future expenditure
plans of the Group over the coming years and
made an assessment of the potential recovery of
these debts over a reasonably foreseeable period
through the use of these arrangements.
The timing of these receipts has then been fair
valued using appropriate discount rates and any
shortfall in the estimated recoverable amount has
been provided for in full.
The Directors consider, based on the best
information available, that adequate provision
has been made at the end of the calendar year for
those taxes that may not be recoverable in the
reasonably foreseeable future.
Management report monthly sales of gold to the
Board and the Board reviews the protocols
implemented by management for accurate timing
of the recognition of revenue in accordance with
the provisions of IFRS.
Management regularly report to the AC the level
and reasons for any adjustment between the
value of any sale at the time of initial recognition
and the final agreed value of that sale The AC
that
reviews
level of any adjustment
the
CORPORATE GOVERNANCE
Audit Committee Report
Significant issue
Summary of significant issue
Actions and conclusion
sale and usually within the month of sale. In the
case of sales of copper/gold concentrate the final
adjustments may not be known for up to four
months from the initial laboratory assessment
and three to four months from the date of the
initial recognition of the sale.
management may recommend from time to time
to minimise such variations.
One sale of gold concentrate made during 2022
has, at the date of finalising these financial
statements, not been finalised with the customer
and the final value of this sales remains subject to
adjustment.
Resource estimations
the
The Group uses estimates of mineral resources for
determining amortisation rates, life of mine
forecasts and
timing of mine closure
provisions. The accuracy of the estimates and the
judgement of the level of resources to be included
in each of these calculations affects the level of
amortisation
in a period, the potential for
impairment and the fair value of any closure
provisions.
regular
prepares
Management
internal
assessments of mineral resources and reserves
following accepted
standards
including the procedures set out in Canadian NI
43-101.
international
The Board considers management plans for
extracting these resources in the future and the
Group’s record of resource replenishment and
resource conversion.
information
The Board has considered the
prepared by management
the
depletion, replacement and losses of mineral
resources during 2022 at both the Palito and São
Chico deposits and the judgments they have used
to derive these estimates.
regarding
The Directors consider that the mineral resource
estimates used by management are reasonable.
Future mine
development capital
Directly linked to the level of mineral resource
used in certain estimates, it is also necessary to
assess the amount and cost of future mine
development that will be capitalised by the
Group in order to mine those mineral resources.
prepares
Management
indicative mine
development plans considering the location of the
mineral resources and management’s estimates of
vertical mine development required to access
these mineral resources.
Impairment of mining
properties
Management is required to assess, at least
annually, whether there is any indication that the
Group’s mining assets may be impaired. If an
indication of impairment exists, management
should estimate the recoverable amount of the
asset through consideration of the discounted
expected future cash flows.
Management estimates the future costs of this
development by reference to equivalent historical
costs.
The Directors have considered the work and
estimates prepared by management and consider
them to be reasonable.
The Group has determined that the Palito, São
Chico and Coringa operations comprise a single
cash generating unit (“CGU’’), being the Tapajos
Operations. on the basis that all ore produced
from these mines is treated though a single
common processing plant owned by the Group
and there is no alternative processing facility that
would provide a viable economic option.
In December 2021 a court
judge in Brazil
announced that future licences required for the
Group’s Coringa project could only be issued
The AC and the Board have considered the
the Brazilian court regarding
decisions of
53
CORPORATE GOVERNANCE
Audit Committee Report
Significant issue
Summary of significant issue
Actions and conclusion
a
licencing
once adequate evidence had been presented
regarding further consultation with and the
impact (if any) on the neighbouring indigenous
This decision overturned two
populations.
previous decisions rendered by the Brazilian
courts which concluded that the Group was not
required to produce such a study as this was not
requirement under
formally
prevailing Brazilian law. The decision was upheld
in August 2022, following a joint appeal by the
Group, the ANM and SEMAS Since September
2021, the Group had been in discussion with
SEMAS and FUNAI over the merits of producing
an indigenous study to avoid future objections.
The report of the independent experts was issued
in the first quarter of 2023 and is the process of
being reviewed by the relevant government
agencies The study has not identified any matters
which the Group does not consider have already
been mitigated against.
Carrying value of
exploration costs
Management is required to assess, at least
annually, whether there is any indication that the
Group’s exploration assets may be impaired.
Management is required to assess whether there
are any indicators that an asset may be impaired
in accordance with IFRS 6 at the end of each
reporting period. If any such indicators are
identified a full impairment test in line with the
requirements of IAS 36 is necessary.
In the preparation of the Financial Statements ,
management are required to make certain
judgements and estimates. Details are set out in
Note 1 (y) to the Financial Statements.
Other financial
reporting matters
New accounting
issues arising in the
year.
As detailed in Note 1a to the Financial Statements
certain accounting standard became effective in
2022.
Coringa. The Group’s existing licences permit the
Group to operate Coringa and build certain
infrastructure. The AC is satisfied that the full
permitting of the project will be approved but in
the meantime are satisfied that the planned
operations for Coringa can be continued under
the existing licencing arrangements.
Management has carried out a review of
impairment indicators and concluded there were
no other indicators of impairment in line with the
provisions of IAS 36. The forecasts prepared by
management of net present value are in excess of
the carrying value of the CGU.
On the basis of results presented by management
the Directors have concluded that the carrying
value of the mining properties will be recovered.
Management has reported that it considers no
facts or circumstances exist at or subsequent to
the year-end requiring it to perform a full
impairment review under IFRS 6.
Based on review work presented by management,
agree with management’s
the Directors
conclusion that there are no
indicators of
impairment.
The AC also considered other judgements and
areas of estimation in addition to those matters
detailed above, that had an impact on the
Financial Statements; alternative performance
measures; recognition and measurement of
deferred tax assets; and the estimates and
calculating mine
in
assumptions
rehabilitation provisions. The Committee agreed
with management’s treatment in each case.
used
The AC agreed with management’s assessment of
the impact of the adoption of these standards by
the Group and their potential impact for the
Group in the future.
Audit tender and appointment of new external auditor
During 2022, the Group elected to undertake an audit tender process recognising that the incumbent firm had been auditor since
2005. The tender process comprised submission of a written proposal, and interview with the selection panel. The selection criteria
for the audit tender comprised:
how well the tendering audit firm understood Serabi’s business, issues and wider industry;
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CORPORATE GOVERNANCE
Audit Committee Report
the tendering audit firm’s experience in providing audit and other services to other AIM and TSX-listed mining
companies;
experience of the tendering audit firm’s partner and proposed team members;
ability of the tendering audit firm to be flexible and reactive on timings and changes to reporting timetables and
requirements.
the tendering audit firm’s proposed audit approach and methodology;
ability of the tendering audit firm to provide value for money;
technical expertise of the tending audit firm and access to resources and industry authorities; and
Whilst fees were considered by the panel as part of the proposals, the Company was under no obligation to accept the lowest offer
submitted.
Following completion of the evaluation, the selection panel recommended to the Board the appointment of PKF Littlejohn LLP,
the panel being of the opinion that PKF Littlejohn LLP had put forward a strong audit team with suitable skills and experience to
provide robust and rigorous challenge to management during the audits. The Board duly selected PKF Littlejohn LLP as Serabi’s
auditor for the financial year ended 31 December 2022. Their appointment was approved by shareholders at a General Meeting
held on 19 December 2022.
The AC also approved the appointment of KPMG Auditores Independentes to undertake the statutory audits of each of the
Group’s subsidiaries in Brazil for 2022, and to support the audit work of PKF Littlejohn LLP.
Fees of the external auditor
There was no significant non-audit work carried out by PKF Littlejohn LLP. Full details of fees paid during the period may be
found in note 3b to the consolidated financial statements.
Objectivity and independence
The Committee continues to monitor the auditor’s objectivity and independence and is satisfied that PKF Littlejohn LLP and the
Group have appropriate policies and procedures in place to ensure that these requirements are not compromised.
Non-audit services
The Board regularly reviews the provision of non-audit services from its auditors, at least annually through discussion at
Committee meetings. The Board is satisfied that the provision of non-audit services by PKF Littlejohn LLP is compatible with the
general standard of independence for auditors and does not give rise to any conflict of interest.
Re-appointment of external auditor
The Committee recommends to the Board the re-appointment of PKF Littlejohn LLP as auditor at the forthcoming Annual General
Meeting (AGM),.
Reviewing and monitoring the effectiveness of internal controls
The internal control framework is based on the Board’s assessment of risk. The effectiveness of the internal control system is
monitored by executive management. Exceptions are reported and reviewed by the Committee. During 2021 and the early part
of 2022 an external review of the Group’s key internal controls at its operations in Brazil was undertaken by Deloitte Touche
Tohmatsu Consultores Ltda in Brazil (“Deloitte”). The review observed that whilst management had implemented a number of
additional procedures and processes, there continued to be areas for improvement and additional financial and operational
controls that could be implemented. During 2022 management has been working to implement these additional
recommendations.
Internal auditor
The requirement for the appointment of an internal auditor is reviewed annually by the Committee; and the Committee takes into
consideration, among other things, the conclusions and reports of the Group’s external auditor and the complexity of the
operations when considering this decision. Following the initial assessment undertaken by Deloitte and once management have
completed the implementation of their recommendations the Board expects to request Deloitte to undertake a further external
review and, if appropriate, establish or make recommendations for the establishment of an internal audit department based in
Brazil reporting directly to the Audit Committee.
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CORPORATE GOVERNANCE
Audit Committee Report
Conclusion
The Committee is satisfied with the quality, independence and objectivity of the external audit and believes that on the basis of
the audit it can make a proper assessment of the quality of financial and other systems of reporting and control within the Group
It is intended that future independent reviews of the effectiveness of the AC are undertaken to provide assurance that the
Committee remains effective and any future recommendations and feedback will be disclosed in future Annual Reports as
appropriate.
Michael D Lynch-Bell
Chair of the Audit Committee
2 May 2023
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Remuneration Committee Report
PART 1 - Summary statement from the Chair of the Remuneration Committee
Compensation plays an important role in achieving short and long-term business objectives that ultimately drive business success.
The Group’s compensation philosophy is to foster entrepreneurship at all levels of the organisation by making long-term equity-
based incentives, including restricted stock awards and stock options, a significant component of executive compensation. This
approach assumes that the performance of the Group’s share price over the long-term is an important indicator of long-term
performance and seeks to align the remuneration of senior management with the Group’s shareholders.
The Group’s compensation philosophy and objectives are based on the following fundamental principles:
1. Compensation programmes align with shareholder interests – the Group aligns the goals of executives with
maximising long-term shareholder value;
2. Performance sensitive – compensation for executive officers should be linked to operating and market performance
of the Group and fluctuate with the performance; and
3. Offer market competitive compensation to attract and retain talent – the compensation programme should provide
market competitive pay in terms of value and structure in order to retain existing employees who are performing
according to their objectives and to attract new individuals of the highest calibre.
The Group’s principal goal is to create value for its shareholders. The Group’s compensation philosophy is based on the objectives
of linking the interests of the executive officers with both the short and long-term interests of the Group’s shareholders, of linking
executive compensation to the performance of the Group and the individual and of compensating executive officers at a level and
in a manner that ensures the Group is capable of attracting, motivating and retaining individuals with exceptional executive skills.
The executive compensation programme is designed to encourage, compensate and reward employees on the basis of individual
and corporate performance, both in the short and the long-term. Base salaries are aligned with and judged against corporations
of a comparable size and stage of development within the mining industry, thereby enabling the Group to compete for and retain
executives critical to the Group’s long-term success. Incentive compensation is directly tied to corporate performance. Share
ownership opportunities are provided to align the interests of executive officers with the longer-term interests of shareholders.
As the Group has evolved, so has its remuneration policy both to meet the changing landscape and expectations of shareholders
and to recognise the changing demands and expectations made of the Group’s senior management. Over time a policy favouring
short-term incentives tied to specific short-term objectives has now made way for a blended policy that incorporates longer-term
performance linked targets that are transparent to all shareholders, readily measurable, and provide a strong link between
executive rewards and growing value for shareholders.
The Remuneration Committee keeps itself appraised of changing obligations for corporate governance and best practice both in
the UK and across other jurisdictions in order that the Group’s policies remain appropriately flexible not only to meet the needs
of the Group and shareholders, but also to ensure that, as needed, the Group can provided remuneration structures and incentive
arrangements that meet the needs and expectations of the international labour community from which the Group can draw its
talent. The Group has resolved to comply with the QCA Code so far as is practicable given the Group’s size, nature and stage of
development.
The objective of the Remuneration Committee is to meet at least twice a year and, additionally, matters for its consideration may
be discussed at Board meetings. On such occasions, no Executive Director would be present while matters concerning him or her
were discussed, and all decisions regarding Executive Directors will be taken by the Non-executive Directors.
Principal actions and decisions during the period
The Remuneration Committee convened once during the period to set the KPIs to be used for the measurement of the Annual
Bonus incentives for the 2022 calendar year and to recommend that no Annual Bonus incentive should be paid in respect of the
2021 calendar year.
Mark Sawyer
Chair of the Remuneration Committee
2 May 2023
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Remuneration Committee Report
PART 2 – Committee activities during the period
Committee Compliance
The Remuneration Committee (“REMCO”) keeps itself appraised of changing obligations for corporate governance and best
practice both in the UK and across other jurisdictions in order that the Group’s policies remain appropriately flexible not only to
meet the needs of the Group and shareholders, but also to ensure that, as needed, the Group can provide remuneration structures
and incentive arrangements that meet the needs and expectations of the international labour community from which the Group
can draw its talent. The Group has resolved to comply with the QCA Code so far as is practicable given the Group’s size, nature
and stage of development.
During the year REMCO was comprised of Mark Sawyer as Chair, joined by Nicolas Bañados and T Sean Harvey. Following Mr
Harvey’s decision to step down from the Board on 28 June 2022, his position on REMCO was filled by Mr Lynch-Bell following
his appointment as a Non-executive Director on 8 August 2022.
Role
The Committee’s primary objectives are to:
ensure that reward packages (including salary, benefits, bonus and pension entitlements, and participation in share and
other incentive schemes) for Executive Directors and key senior management are competitive in order to recruit, attract
and retain the best talents to deliver the Group’s strategic priorities;
ensure that these reward packages are directly linked to the achievement of performance targets in pursuit of strategy;
and
align the interests of the Directors with those of shareholders and stakeholders.
REMCO determines the framework and policy for the remuneration of the Executive Directors and is responsible for reviewing
them annually for appropriateness and relevance. It is also responsible for determining the specific elements of the Executive
Directors’, and senior managers’ remuneration, their contractual terms and their compensation arrangements. REMCO also
reviews the framework and policy for remuneration for all staff to ensure that it is fairly and appropriately administered and
ensures the alignment of incentives and rewards with culture, taking these into account when setting the policy for Executive
Director remuneration. Any bonuses awarded to other staff depends on corporate performance against performance targets in
pursuit of strategy and the level and allocation is undertaken by the Executive Directors against staff performance appraisal.
Independent Advisers
During 2022, the Group has not used the services of any external remuneration advisers. The last independent external review
was undertaken for the Group in 2020.
PART 3 - Remuneration policy
The Group’s remuneration policy seeks to provide a strong and clear link between business strategy and incentive
arrangements.
The Board is responsible for determining and reviewing compensation arrangements for the Directors and senior executives
reporting to the Chief Executive Officer. The broad policy is to ensure that remuneration properly reflects the individuals’
duties and responsibilities, and that remuneration is fair and competitive in attracting, retaining and motivating quality
people with appropriate skills and experience.
The Board remains committed to transparency and, through this report, aims to continue to provide information to
shareholders and other stakeholders about the details of Serabi’s remuneration policies and how they underpin the Group’s
operations and strategy. This Annual Statement gives an overview of the Directors’ Remuneration Policy; how it was
implemented in the year under review (2022) and how we plan to implement it in 2023.
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Directors’ Remuneration Policy framework
Following industry practice and best practice corporate governance guidelines, Serabi’s Executive Directors’ Remuneration Policy
has been comprised of fixed and variable annual compensation to drive delivery of near-term targets, with an additional
overarching long-term incentive plan to maintain a longer-term focus on generating value for shareholders and stakeholders. A
significant proportion of each Director’s total remuneration package is structured to link rewards to the attainment of performance
targets, both short-term and long-term.
Our Remuneration Policy was updated in 2020 to align with developing changes practices in corporate governance and
remuneration reporting, including greater transparency on performance criteria, improved alignment of performance criteria to
shareholder and stakeholder interests, the introduction of malus and clawback for LTIP awards and the introduction of CSAs to
replace share options as the preferred form of share-incentive award.
Our Policy continues to ensure there are no rewards for failure, by providing clarity around REMCO’s discretion under the Policy.
This includes committee powers to override formulaic outcomes if pay-outs do not reflect overall business or individual
performance, as well as discretion to pay some or all of the bonus in shares and/or to require deferral of a portion of the bonus.
Implementing the Director’s Remuneration Policy
The elements of compensation earned by the executives of the Group for the financial year ended 31 December 2022 consist of a
base salary, along with annual discretionary incentive compensation in the form of a performance-based bonus, and a longer-
term incentive which in the past was in the form of stock options but has now been replaced with awards made under the 2020
Serabi Gold Restricted Share Plan (the “2020 Plan”). At the Annual General Meeting held on 16 June 2020, shareholders approved
the introduction of the 2020 Plan to replace the executive share option plan that had been introduced in 2011.
Performance measures are determined by REMCO each year and may vary to ensure that they promote the Group’s business
strategy and shareholder and stakeholder value. REMCO always ensures it takes into consideration the complexity of the business,
market and economic competitiveness, the increased responsibilities of the Executive Directors and the salary levels for the wider
workforce when setting the remuneration of the Executive Directors. During 2022, the remuneration packages for Executive
Directors consisted of a base salary, benefits (such as pension, and private medical cover), and participation in a discretionary and
performance-linked cash bonus award. During 2022 there were no conditional share awards made to any of the Executive
Directors under the 2020 Plan. No share options issued under the 2011 stock option plan were exercised by any Executive Director
and no conditional share awards previously issued under the 2020 Plan vested to any Executive Director.
This reflects a package consisting of a mix of compensation elements designed to provide executives with an “at risk” component
of total compensation that reflects their ability to influence business outcomes and performance, and fixed elements that provide
security and enable the Group to attract and retain key employees.
Salary
The Committee ensures it takes into consideration the complexity of the business, market and economic competitiveness, the
respective responsibilities of the Executive Directors and the salary levels for the wider workforce when setting the remuneration
of the Executive Directors. There will be no changes to other benefits nor pension arrangements over this period. See page 65 to
70 for more information of the remuneration received by the Executive Directors during the year.
Policy Area
Opportunity
Annual bonuses are specific
to each individual and range
between 30% and 75% of base
salary.
Annual Cash Bonus
The performance measures
and targets for the annual
bonus are selected annually
to align with the business
strategy and the key drivers
of performance set under
the regulatory framework.
How we implemented the
Policy during the year
There were no bonuses paid
during 2022 to the Executive
respect of
Directors
individual
corporate
or
performance for the financial
year ended 31 December 2021
financial year
or
ended 31 December 2022.
the
for
in
the
How we plan to implement
the Policy in 2023
REMCO during
first
quarter of 2023 will assess the
level of any bonuses earned
during 2022 and these if any
will be paid and will form
part of the remuneration for
2023. REMCO will continue
policy
to
(including
bonus
opportunity) during the year
the
the
review
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No CSA awards were made
during the year either to the
Directors or other employees.
Share-based incentive plans
Conditional Share Awards
(“CSAs”) under the 2020 Plan
reward delivery of sustained
long-term improvements in
returns
shareholder
by
aligning
performance
directly with an increase in
the fundamental measure of
the generation of shareholder
value.
be
The Board seeks to award
equity-related incentives on
an annual basis. Whilst it is
generally expected that these
will
settled,
equity
provisions exist, to be used at
the discretion of the Board,
for these awards to be cash
settled on an equivalent basis
where, for example, the tax
treatment might significantly
disadvantage an individual
recipient.
if
in line with the business and
strategic direction. When
determining the outcomes for
bonuses,
and where
appropriate, REMCO will use
its discretion to make any
adjustments necessary
to
ensure the outcomes are fair
and reasonable in light of the
Group’s’s performance.
REMCO intend that annual
CSA awards are made,
last
recognising
the
in
award was made
December 2021. The first
awards in respect of the 2020
calendar year will vest in
December 2023 and REMCO
will assess according to the
previously
agreed
performance criteria the level
of vesting, if any, that will
occur.
that
Benefits and pension
Serabi offers health care benefits to its Executive Directors and employees. In Brazil this also extends to dental care. The Group
does not operate any pension plans for its Executive Directors except to the minimum extent required under UK law. The level
of pension contribution made to an individual’s defined contribution scheme will generally be linked to an employee’s base salary,
though REMCO may, at its election, approve single lump sum payments which can increase the overall level of retirement benefit
provided for any individual. To the extent that a Director exceeds their annual allowance or lifetime allowance, they receive no
additional remuneration in lieu of pension.
Performance measures under the 2020 Plan
The performance criteria and minimum thresholds to be achieved can be summarised as follows:
40% of the award is subject to Total Shareholder Return, (where TSR must be 1.2 times or more the BMO Junior
30% of the award is subject to Return on Capital Employed (where ROCE premium over Weighted Average
•
Gold Index)
•
Cost of Capital must be 1.2 times or more), and
•
30% of the award is subject to Return on Sales (where ROS must exceed average annual budget by 10% or more)
Exceptional performance would be where TSR exceeds 1.4, ROCE premium exceeds 1.4, or ROS exceeds 1.3.
Performance measures for annual bonus award in respect of 2022
Annual performance continues to be measured against a set of agreed key corporate performance measures, which included
aspects of health and safety, production, permitting and cost management The Group’s KPIs will be extended to incorporate ESG
criteria and will continue to be anchored by a focus on safe and responsible working practices.
The 2020 Plan
All employees of the Group (including Executive Directors who are employees) are eligible to participate in the 2020 Plan. Awards
provide rights to acquire ordinary shares (subject to restrictions) in the capital of the Company (whether by transfer or
subscription) in such form (including but not limited to conditional shares or options) as the Board may determine in its absolute
discretion. The number of shares over which awards to subscribe for shares may be granted under the 2020 Plan on any date shall
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CORPORATE GOVERNANCE
Remuneration Committee Report
be limited so that the total number of shares issued and issuable pursuant to rights granted under any employee share scheme
operated by the Company in any rolling ten year period is restricted to ten (10) per cent of the Company’s shares in issue calculated
at the relevant time excluding any lapsed awards or those that are no longer capable of exercise. Awards may be granted subject
to performance conditions which will be specified at the time of grant. All awards under the 2020 Plan are subject to malus and
clawback provisions.
Executive Share Option Plan
The Serabi 2011 Share Option Plan has reached the end of its intended life and no new options will be issued under this arrangement. The
following information relates only to those options which remain in issue.
Options vest in three annual equal instalments with the initial vesting on the date of the award. Any option which is unexercised
after a period of three years from the date of grant expires. Options are also forfeited if a holder leaves the Group before the
options vest or are exercised although the Committee may exercise discretionary powers in certain circumstances. Options issued
to date have not been subject to attainment of performance criteria prior to vesting or exercise. The Committee has the right to
impose such criteria in respect of new awards. The Group’s scheme is limited to no more than 10 per cent of the issued capital
and whilst there is no maximum value to options that may be granted in one year, nor any cap on the level that an individual may
hold, the Committee exercises discretion to ensure that annual awards can be made and considers the level and value of existing
awards in determining the level of new awards.
Compensation risk management
The Group believes that its executive compensation programme does not create risk outside the Group’s risk appetite. Some of
the risk-management initiatives currently employed by the Group are as follows:
• Appointing a Remuneration Committee comprised of independent Directors to oversee the executive compensation
programme;
•
The use of deferred equity compensation to encourage a focus on long-term corporate performance as opposed to
short-term results;
• Disclosure of executive compensation to stakeholders;
• Use of discretion in adjusting bonus payments up or down as the Remuneration Committee deems appropriate and
recommends to the Board;
• Malus and clawback provisions exist within the long-term incentive plans in line with UK governance best practice;
and
• Ultimately, complete Board accountability.
Non-executive remuneration
The remuneration package for Non-executive Directors is established by the Board as a whole but Non-executive Directors do not
vote on any changes to their own fees.
Remuneration consists of a fixed fee which is set to reflect prescribed time commitments and the relative responsibilities of each
Non-executive Director in the affairs of the Group, fees payable in respect of attendance at meetings and fees payable for service
on any formal committees of the Board. Additional consultancy fees are paid if the input required exceeds the anticipated levels.
Some of the Non-executive Directors currently hold share options. Whilst the award of share options by the Group to Non-
executive Directors is contrary to the recommendations of the QCA Code, the Board believes, given the nature and size of the
Group and the need to conserve cash resources, it has been appropriate that the remuneration of the Non-executive Directors be
aligned with the success and growth of the Group. The Board notes also that it is normal practice for natural resources companies
listed on the Toronto Stock Exchange to provide Non-executive Directors with share options as part of their remuneration.
However, the 2011 Share Option Plan operated by the Company has reached the end of its term and no new options will be issued
under it. It has been replaced by the 2020 Plan and the Non-executive Directors do not qualify to be participants in the 2020 Plan.
Accordingly, no new equity-based incentives are available to be awarded to the Non-executive Directors.
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CORPORATE GOVERNANCE
Remuneration Committee Report
Share price performance
One year share price graph compared with AIM Basic Resources and AIM all Share indices
One year share price graph compared with AIM peer group
62
CORPORATE GOVERNANCE
Remuneration Committee Report
One year share price graph compared with Brazilian peer group
Three year share price graph compared with AIM Basic Resources and AIM All Share indices
63
CORPORATE GOVERNANCE
Remuneration Committee Report
200
180
160
140
120
100
80
60
40
20
0
Jan-20
300
250
200
150
100
50
0
Jan-20
Mar-20
May-20
Jul-20
Sep-20
Nov-20
Jan-21
Mar-21
May-21
Jul-21
Sep-21
Nov-21
Jan-22
Mar-22 May-22
Jul-22
Sep-22
Nov-22
Jan-23
Mar-23
Serabi
AIM listed gold peers index
Gold spot
Three year share price graph compared with AIM peer group
Mar-20 May-20
Jul-20
Sep-20
Nov-20
Jan-21
Mar-21 May-21
Jul-21
Sep-21
Nov-21
Jan-22
Mar-22 May-22
Jul-22
Sep-22
Nov-22
Jan-23
Mar-23
Serabi
Brazil gold peers
Gold spot
Three year share price graph compared with Brazilian peer group
64
CORPORATE GOVERNANCE
Remuneration Committee Report
Directors Remuneration Report
Directors and their interests
Remuneration
Year to 31 December 2022
Director
Michael Hodgson
Clive Line
Aquiles Alegria
Luis Azevedo(1)
Nicolas Bañados (5)
Michael Lynch-Bell (2)
T Sean Harvey (3)
Eduardo Rosselot (4)
Mark Sawyer (5)
Total
Salary
US$
277,000
205,000
–
–
–
–
–
–
–
482,000
Fees as
Director
US$
–
–
26,569
28,496
21,618
44,610
19,069
17,526
19,271
177,159
Other
fees
US$
–
–
–
–
–
–
–
60,000
–
60,000
Bonus
US$
–
–
–
–
–
–
–
–
–
–
Pension
US$
9,752
–
–
–
–
–
–
–
–
9,752
IFRS 2
charge
for
options
granted
US$
26,389
18,472
5,278
5,278
–
–
–
–
5,278
60,695
For the year to
31 December
2022
Total
US$
318,426
227,876
31,847
33,774
21,618
44,610
19,069
77,526
24,549
799,296
Other
US$
5,285
4,404
–
–
–
–
–
–
–
9,689
(1) Mr Azevedo is the owner of FFA Legal which provides legal services to the Group and its Brazilian subsidiaries. During 2022 charges issued by
FFA Legal BrR$2.61 million (US$0.51 million at the average exchange rate for the 2022 calendar year of Brr$5.16 to US$1.00).
(2) Mr Michael Lynch-Bell was appointed on 8 August 2022
(3) Mr T Sean Harvey stood down from the Board on 28 June 2022
(4) Mr Eduardo Rosselot stood down from the Board on 8 August 2022
(5) Fratelli Investments Ltd and Greenstone Resources II LP agreed they would waive any fees due in respect of their nominee directors with effect
from 1 July 2022 until further notice.
Subsequent to the year end, the Board, on 20 April 2022, confirmed and approved cash bonus payments under the Group’s Short
Term Incentive Plan in respect of performance during 2022. Mr Hodgson is entitled to receive a cash payment of £35,250 and Mr
Line £21,240, representing 15% of the total award that each of them could have received. These entitlements are not included in
the above table.
Year to 31 December 2021
Director
Michael Hodgson
Clive Line
Aquiles Alegria
Luis Azevedo(1)
Nicolas Bañados
T Sean Harvey
Eduardo Rosselot
Mark Sawyer
Total
(1) Mr Azevedo is the owner of FFA Legal which provides legal services to the Group and its Brazilian subsidiaries. During 2021 charges issued by
Pension
US$
11,004
–
–
–
–
–
–
–
11,004
Salary
US$
273,673
235,251
–
–
–
–
–
–
508,294
Bonus
US$
–
–
–
–
–
–
–
–
–
Other
US$
6,081
5,067
–
–
–
–
–
–
11,148
Fees as
Director
US$
–
–
28,928
28,928
43,192
36,855
28,534
36,852
203,289
Other
fees
US$
–
–
–
–
–
–
60,000
–
60,000
For the year to
31 December
2021
Total
US$
357,421
287,265
42,544
41,129
56,808
50,471
102,150
50,468
988,256
IFRS 2
charge
for
options
granted
US$
66,663
46,947
13,616
12,201
13,616
13,616
13,616
13,616
193,891
FFA Legal totalled BrR$3.78 million (US$0.7 million at the average exchange rate for the 2021 calendar year of Brr$5.39 to US$1.00).
65
CORPORATE GOVERNANCE
Remuneration Committee Report
Directors Remuneration Report
Ordinary shares and options
The Directors of the Company, who held office during the year and as of 31 December 2022, had the following interests in the
ordinary shares of the Company according to the register of Directors’ interests:
Shares
held at 31
December
2022
Shares
held at 31
December
2021
Conditional
Share
Awards
held at 31
December
2022
Conditional
Share
Awards
held at 31
December
2021
Michael Hodgson
70,066
70,066
355,500
355,500
Share
options
held
at 31
December
2022
500,000
Share
options
held
at 31
December
2021
500,000
Option
price
UK£0.85
Option exercise period
27 May 20 to 26 May 23
Clive Line
73,332
73,332
266,600
266,600
350,000
350,000
UK£0.85
27 May 20 to 26 May 23
Michael Lynch-Bell
–
–
Aquiles Alegria
5,000
5,000
Luis Azevedo
–
–
Nicolas Bañados(1)
1,122,197
1,122,197
Mark Sawyer(2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
100,000
100,000
UK£0.85
27 May 20 to 26 May 23
100,000
100,000
UK£0.85
27 May 20 to 26 May 23
100,000
100,000
UK£0.85
27 May 20 to 26 May 23
100,000
100,000
UK£0.85
27 May 20 to 26 May 23
(1) Mr. Bañados has a direct interest in 7,214 ordinary shares. Mr Bañados is the beneficial owner of 50 per cent of the share capital of Asesorias e Inversiones
Asturias Limitada which beneficially owns: (1) directly 7,983 ordinary shares; and (2) 25 per cent of the units in Inversionnes Villarrica Limitada, a
private financial investment fund, which is interested in 1,107,000 ordinary shares.
(2) Mr Sawyer is a partner of Greenstone Resources II LP which as at 31 December 2022 was interested in 19,083,394 ordinary shares.
During the year ended 31 December 2022 the Company’s shares have traded between 22.5 pence and 60.5 pence.
No Conditional Share Awards were made by the Company during 2022. Subsequent to the year end the Board has approved, in
principle, and subject to the Company being in a suitable Open Period for trading by the Executive Directors. the issue of a further
Conditional Shares (“CS”) to the Executive Directors in respect of the annual Long Term Incentive Plan awards for the calendar
year 2022. In accordance with the terms of the Serabi 2020 Restricted Share Plan (the “2020 Plan”), Mr Hodgson and Mr Line will
each receive an entitlement equivalent in value to 50% of their respective salaries for the calendar year 2022. The awards will
vest, subject to the achievement of the stipulated performance criteria, on the second anniversary of the award.
At the same time the Board also approved, in principle, and subject to the Company being in a suitable Open Period for trading
by the Executive Directors, the issue of CS to the Executive Directors in respect of the annual Long Term Incentive Plan awards
for the calendar year 2023. In accordance with the terms of the Serabi 2020 Restricted Share Plan (the “2020 Plan”), Mr Hodgson
and Mr Line will each receive an entitlement equivalent in value to 50% of their respective salaries for the calendar year 2022. The
awards will vest, subject to the achievement of the stipulated performance criteria, on the third anniversary of the award.
Remuneration Committee discretion
REMCO will operate all incentive plans according to the rules and discretions contained therein to ensure that the implementation
of the Remuneration Policy is fair, both to the individual director, shareholders and stakeholders. The discretions cover aspects
such as:
selection of participants;
timing of grant and vesting of awards;
size of awards (subject to the Policy limits);
choice of measures, weightings and targets;
determining level of pay-out or vesting based on an assessment of performance and to override formulaic outcomes
where appropriate;
determining whether and, if so, the proportions at which the bonus will be payable in cash, deferred cash, shares or
deferred shares and the terms applying to such shares and deferrals;
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CORPORATE GOVERNANCE
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Directors Remuneration Report
treatment of awards on termination of employment and change of control;
adjustment of awards in certain circumstances, e.g., changes in capital structure;
adjustment of performance conditions in exceptional circumstances; and
application of malus and/or clawback.
Any such use of discretion will be fully disclosed in the subsequent Annual Report.
Performance Measures and target setting
The committee reviews annually performance measures and target weightings. Performance measures used under the annual
bonus and long-term incentives are selected and reviewed annually to reflect the Group’s main short and long-term objectives
and reflect both financial and non-financial priorities, These will typically include a mix of strategic, financial, operational and
personal metrics with a link to health, safety and in the future ESG performance. Performance measures are set to be stretching
but achievable, taking into account a range of internal and external reference points, having regard to the particular strategic
priorities and economic environment in a given year.
Recruitment policy for Executive Directors
In the case of a new externally appointed Executive Director, the REMCO may make use of all existing components under the
Remuneration Policy applying to existing Executive Directors, including salary, pension, benefits, annual bonus and LTIP awards.
The current maximum limits under the existing Policy will apply similarly on recruitment, except that the maximum annual
bonus opportunity will be pro-rated to reflect the proportion of employment during the year. Depending on the timing of
appointment, it may be appropriate to operate different performance measures for the remainder of that bonus period. Where
appropriate and necessary to facilitate the recruitment of an individual, REMCO may consider using other remuneration tools
and may exercise discretion, as appropriate, to make awards using a different structure.
Diversity and inclusion
Serabi supports and respects the benefits of having diversity within its workforce and further information on Serabi’s commitment
to diversity and inclusion can be found in the Environmental and Social section of the Strategic Report.
Directors’ service contracts and termination policy
The Executive Directors have rolling-term Service Agreements with the Group. The Executive Directors’ Service Agreements
each include the ability for the Group, at its discretion, to pay basic salary only in lieu of any unexpired period of notice. Payments
may be made as either a lump sum or in equal monthly instalments until the end of the notice period at the discretion of the
Group. REMCO will seek to ensure that there are no unjustified payments for failure. For the current Executive Directors, where
the appointment is terminated by reason of the executive’s death, redundancy, injury, ill health or disability, the Executive
Director shall be entitled to participate in such bonus scheme arrangements of the Group applicable to Directors of the Group, in
line with the Group’s bonus policy. Any bonus awarded to the executives is entirely discretionary and may at the Group’s
discretion be paid to the executive as a combination of shares and cash.
The contractual remuneration payable to the Executive Directors for the calendar year ended 31 December 2022 was’
Name
Michael Hodgson
Clive Line
Salary
(GBP)
306,000
220,000
Pension
(GBP)
8,0000
Total
(GBP)
314,000
Percentage increase over
preceding period
10.5%
–
220,000
7.3%
The increases awarded to the Executive Directors effective 1 January 2022 were determined following an independent
benchmarking survey. The average pay increase awarded to other staff employed by the Group in 2022 was seven per cent.
On 20 April 2023, the remuneration committee approved an increase in the remuneration of the Executive Directors of five per
cent effective 1 January 2023.
67
CORPORATE GOVERNANCE
Remuneration Committee Report
Directors Remuneration Report
The Service Agreements contain provisions enabling the Group to place the Executive Director on gardening leave during the
period of notice.
Name
Michael Hodgson
Clive Line
Date of Service Agreement
Notice by Group/Individual
1 February 2007
14 March 2005
12/6 months
12/6 months
When considering exit payments, REMCO reviews all potential incentive outcomes to ensure they are fair to both shareholders
and participants. The table below summarises how incentive awards are typically treated in specific circumstances. Whilst
REMCO retains overall discretion on determining good leaver status, it typically defines a good leaver in circumstances such as
death, redundancy, injury, ill health or disability, retirement with the agreement of the Group and personal circumstances
affecting immediate family preventing the individual working for the Group. Other leavers may include those leaving
employment for any other reason as well as those leaving due to misconduct, wilful failure to perform duties and any action that
would entitle the Group to terminate employment without notice or payment in lieu of notice:
Component
Annual bonus
Conditional Share Awards
Other leaver reasons
No bonus payable unless
REMCO
determines
otherwise (as set out above).
to have any
Shall cease
entitlements
including the
right to exercise any vested
but unexercised options
Good leaver reasons
Paid at the same time as
continuing employees, to the
extent that the performance
conditions are achieved and
pro-rating for the proportion
of the financial year served,
unless REMCO determines
otherwise
May retain
their awards
which will vest in accordance
with the original terms and
whilst
to be
continuing
subject
performance
conditions and pro-rating for
the time elapsed since grant.
These provisions may be
over-ridden at
sole
the
discretion of the Board
to
to
Change of control
the
immediately on
Paid
effective date of change of
the
control,
subject
achievement
the
performance conditions and
pro-rated for the proportion
of the year served to the date
of change of control, unless
determines
REMCO
otherwise.
of
All awards that have not
vested shall vest on the date
of the event and any Option
must be exercised within 30
days (or such other period as
the Board agrees) of the
event.
In certain circumstances the
Board with the consent of the
company may
acquiring
agree to exchange the awards
for equivalent awards in the
new company provided that
the terms of the awards are
any
not modified
significant way .
in
The Committee reserves the right to make any other payments in connection with termination of employment where the payments
are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by
way of a compromise or settlement of any claim arising in connection with the cessation of a director’s office or employment. Any
such payment may include, but is not limited to, paying reasonable fees for outplacement assistance and/or the director’s legal or
professional advice fees in connection with their cessation of office or employment.
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CORPORATE GOVERNANCE
Remuneration Committee Report
Directors Remuneration Report
External appointments
The Executive Directors are restricted under the terms of their Service Agreements from assuming any responsibilities or duties
in any person without written Board consent. The Board may agree to such external appointments at its discretion, provided that
any such external appointments do not and are unlikely to interfere with the Executive Director’s duties to the Group. The Policy
is for the individual to retain any fee earned in relation to an external appointment.
Chair and Non-Executive Directors’ fees and letters of appointment
Fees for the Chair are determined by the Remuneration Committee, and fees for Non-Executive Directors are determined by the
Chair and Executive Directors.
Element
Link to strategy
Operation
Fees
To recruit and retain
Non-Executive
Directors
a
of
suitable calibre for
the role and duties
required.
Fees are normally reviewed annually, taking
into account the time commitment required,
the responsibilities assumed and comparative
market rates. Fees are paid in monthly
instalments and may be paid in cash and/or
arrangements can be made for net cash
proceeds after all deductions to be used to
purchase shares in the Company.
Performance
assessment
Not applicable
Maximum limit
is
no
There
limit
maximum
are
but
fees
assessed
taking
into account the
size and nature of
the Group.
fees
The Chair receives a total annual fee in respect
of Board duties. Non-Executive Directors
receive an annual Board fee, and may receive
additional
for extra responsibilities
undertaken, such as for participation on
certain
exceptional
circumstances, fees may also be paid for
additional time spent on the Company’s
business outside of normal duties.
committees.
In
reimbursed
Directors will be
for any
reasonable business expenses incurred in the
course of their duties, including the tax
payable thereon.
Non-executive Directors do not participate in
any variable remuneration or receive any
benefits.
There is no fixed term in respect of each Non-executive Director appointment. Appointments can be terminated by either party
on reasonable notice (usually three months’) with no compensation in the event of such termination, other than accrued fees and
expenses. The Non-Executive Directors are subject to re-election by rotation by shareholders at least once every three years. No
Director plays a part in any decision about their own remuneration.
Consideration of employment conditions elsewhere in the Group
In making decisions on Executive Director remuneration, the committee considers pay and conditions of other employees across
the Group, and considers any informal feedback received. The Group does not formally consult with employees on executive
remuneration as the size and scope of Serabi’s operations at this stage in its development would make any consultation process
ineffectual.
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CORPORATE GOVERNANCE
Remuneration Committee Report
Directors Remuneration Report
Dilution
The Company has, at all times, complied with the dilution limit contained within the rules of each share plan (principally an
aggregate limit of 10% of the issued share capital of the Company in any ten-year period), and the Committee reviews the position
before any proposed grant to ensure this limit is not breached.
As at 31 December 2022, there were 2,614,500 share options and/or conditional shares outstanding under the Company’s
performance share schemes, equating to less than 3.5% of the issued Ordinary Shares of the Company at that date.
Shareholder views
The Company has not, to date, sought formal shareholder approval for its Remuneration Policy.
70
CORPORATE GOVERNANCE
Sustainability Committee
The Board has established a Sustainability Committee to enhance Serabi’s social licence to operate by supporting and monitoring
the sustainable development of Serabi’s business and the communities in which it operates, and overseeing the integrity of its
sustainability reporting.
It is considered that the Committee will have oversight of the following areas
(a)
Safety, including:
(i) major hazards, including underground mines, tailings and water storage;
(ii)
(iii) safety maturity;
critical risk management; and
(b) Health, including:
occupational health; and
(i)
(ii) mental health and well-being in the workforce;
(c)
(d)
(e)
Environment, including:
(i) water management;
(ii) air emissions, including dust;
(iii)
(iv) waste management; and
(v) mine closure and legacy management,
land stewardship and biodiversity;
Climate change, including compliance with the Task-force on Climate-related Financial Disclosure (TCFD)
requirements and decarbonisation initiatives and targets
Communities and social performance, including:
(i)
community relations, including with traditional owners and other indigenous peoples on whose lands Serabi
operates and local politicians;
the economic, cultural and social development of the communities in which Serabi operates, including
employment, training and development, and local supply chain development;
(ii)
(iii) sustainable development issues as they relate to suppliers and supply chains, including modern slavery;
(iv) security (being the security of the Group’s people and assets, including business resilience); and
(v) human rights monitoring (including oversight of equality, diversity and inclusion initiatives) and issue
management.
The Committee will comprise three or more directors of the Company including the Chief Executive Officer and at least two
independent non-executive directors who shall be appointed by the Board and it is expected that it should meet at least four times
each year.
71
CORPORATE GOVERNANCE
Directors Report
The Directors present their report together with the audited financial statements for the year ended 31 December 2022.
Results and dividends
The Group loss for the year after taxation amounts to US$983,047 (2021: profit of US$9,949,964). The Directors do not recommend
the payment of a dividend.
The results for the year are set out on page ● in the statement of comprehensive income.
Principal activities and business review
The principal activity of the Company is that of a holding and gold sales company and a provider of support and management
services to its operating subsidiaries. Together with its subsidiaries (see note 11), it is involved in the development of gold and
other metals mining projects in Brazil and the operation of the Palito gold mine in the Tapajos region of Brazil. The Company
does not have any branches outside of the UK and the operations in Brazil are conducted through wholly owned subsidiaries
incorporated in Brazil.
A detailed review of activities, future developments and the Group’s projects is included in the Chair’s Statement and the Strategic
Report.
Substantial shareholdings
As at 28 April 2023, the Company was aware of the following holdings of three per cent or more in the Company’s issued share
capital:
Name
Fratelli Investments Limited
Greenstone Resources II LP
Premier Miton Group PLC
River and Mercantile Asset Management
Share capital
Number of
shares held
19,318,785
19,083,394
4,207,784
3,622,550
Per centage
25.5%
25.2%
5.6%
4.8%
Details of the share capital and movements in share capital during the period are disclosed in note 21 to the financial statements.
The Company did not undertake any purchases of its own shares during the period.
During the period the Group did not make any share option awards under the Serabi Mining 2011 Share Option Plan to Directors
and other employees.
During the period the Group has not made any issues of Conditional Share Awards under the 2020 Serabi Gold Restricted Share
Plan.
As at 31 December 2022, there were 4,003,527 warrants in issue. Each warrant entitles the holder to acquire one new ordinary
shares at an exercise price of 93.75 pence per shares, The exercise period for the warrants expires on 23 May 2023.
Company’s listings
The Company’s ordinary shares have been traded on AIM since 10 May 2005 and on the TSX since 30 March 2011.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set
out in the Group Strategic Report. The financial position of the Group, its cash flows, and liquidity position are described in the
Chief Financial Officer’s Review and set out in the Group Financial Statements. Further details of the Group’s commitments and
maturity analysis of financial liabilities are set out in note 23 and 25 respectively of the Group Financial Statements. In addition,
note 22 to the Group Financial Statements includes the Group’s objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.
The Directors have a reasonable expectation that, after taking into account reasonably possible changes in trading performance,
and the current macroeconomic situation, the Group has adequate resources to continue in operational existence for the
72
CORPORATE GOVERNANCE
Directors Report
foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the Financial Statements.
Further details are provided in Going Concern section of the Group Strategic Report on pages 23 and 24.
Website publication
The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website.
Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the
preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance
and integrity of the Group's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing
integrity of the financial statements contained therein.
Engagement with stakeholders
Details of the approach taken by the Directors to engage with its various stakeholders including its suppliers are outlined in the
Strategic Report on pages 14 to 16.
Principal risks and uncertainties
The principal risks and uncertainties are outlined in the Strategic Report on pages 25 to 32.
Management of financial risks
Capital management and financial risk disclosures are provided within notes 22 and 25 of the financial statements.
Corporate governance
The Directors have responsibility for the overall corporate governance of the Group and recognise the need for the highest
standards of behaviour and accountability. The Directors are committed to the principles underlying best practice in corporate
governance and have adopted the Corporate Governance Code (“the QCA Code”) prepared by the Quoted Companies Alliance
(“QCA”). In addition, the Company as a result of the listing of its shares on the TSX observes the principles of Canadian National
Policy 58-201 – Corporate Governance Guidelines which establishes corporate governance guidelines that apply to all public
companies. The Group has instituted corporate governance practices that also, where practical, take consideration of these
guidelines. Further details are set out in the Report on Corporate Governance on pages 43 to 50.
Board composition
The Directors who served during the year are shown on pages 47.
The Board has a wide range of experience directly relevant to the Group and its activities and its structure ensures that no
individual or group of individuals dominate the decision making process.
Further details relating to the Board, independence and meetings undertaken during the year are set out in the Report on
Corporate Governance on pages 43 to 50.
Committees
The Company has established an Audit Committee, a Remuneration Committee, a Sustainability Committee, and an Executive
Committee. Details of these committees are set out in the Report on Corporate Governance on pages 41 to 75.
Employees
The Group has a policy of equal opportunities throughout the organisation, and is proud of its culture of diversity and tolerance.
Employees benefit from regular communication both informally and formally with regard to Group issues (external and internal
developments, updates, etc.), including regular news updates distributed electronically and displayed at the mine site and in the
corporate offices. Employees are made aware of the Company’s share ownership policy, both to ensure compliance with listing
rules but also to make them aware of the opportunity to participate in the Company’s share performance.
Share dealing
The Company has adopted a share dealing code for Directors and employees in accordance with the AIM Rules and Market Abuse
Regulations and takes proper steps to ensure compliance by the Directors and its employees.
73
CORPORATE GOVERNANCE
Directors Report
Internal controls
Details of the Board’s responsibilities and actions regarding internal controls are set out within the Risks and Control section of
the Strategic Report
Key contracts
The Group has contractual arrangements with key suppliers for its operations notably for fuel, power, reagents and equipment
spare parts. It also has an existing commitment to sell its production of copper/gold concentrate to a single customer which was
entered into at the start of 2022 for a two year period. However, management considers that alternative suppliers and purchasers
could be arranged if necessary and do not therefore consider that the Group is unduly reliant on any single contract or supplier.
The Group is reliant on retaining its exploration and mining licences and its operating licences which are subject to compliance
with various Federal and State regulations and obligations. The Group considers such compliance a high priority in view of this
reliance.
Post balance sheet events
On 14 February 2023, the Group entered into hedging contracts with an international bank whereby it acquired sell options over
monthly quantities of gold over the period March 2023 to February 2024 totalling 10,215 ounces of gold at a price of US$1,800. At
the same time, it sold to the bank options in favour of the bank to buy the equivalent monthly quantities of gold at prices ranging
between US$2,000 and US$2,065 per ounce. It also acquired options to sell monthly receipts of US Dollars ranging between US$2.3
million and US$1.15 million for Brazilian Real at an exchange rate of BRL5.10 to USD1.00. At the same time, it sold to the bank
options in favour of the bank to buy from the Group the equivalent Brazilian Real receipts at exchange rates ranging from 5.325
to 5.800 over the same 12 month period. In this way the Group has secured a minimum equivalent gold price in Brazilian Real of
BRL9,180 per ounce in respect of 10,215 ounces and sold options in favour of the bank of future prices ranging between BRL10,650
per ounce and BRL11,997 per ounce depending on the option expiry date. Since January 2021 the BRL price for gold peaked at
BRL10,342 in March 2023 and was at a low of BRL8,507 in November 2022. The hedging arrangements are unsecured and not
subject to margin calls.
On 28 February 2023, the Group completed a US$5.0 million unsecured loan arrangement with Santander Bank in Brazil. The
loan is repayable as a bullet payment on 22 February 2024 and carries an interest coupon of 7.96 per cent. The proceeds raised
from the loan will be used for working capital and secure adequate liquidity to repay a similar arrangement which is due to be
repaid on 12 May 2023.
Except as set out above, there has been no item, transaction or event of a material or unusual nature likely, in the opinion of the
Directors of the Company, to affect significantly the continuing operation of the entity, the results of these operations, or the state
of affairs of the entity in future financial periods.
Indemnification of Directors and officers
During the financial year, the Group paid a premium in respect of a contract, insuring the Directors of the Company, the Company
Secretary and all executive officers of the Group against liability incurred as such a Director, Company Secretary or executive
officer to the extent permitted under legislation.
Political donations
No political donations were made in 2022.
Auditor
The auditor, PKF Littlejohn LLP , who was appointed during the calendar year, has confirmed its willingness to remain as auditor
to the Company. A resolution to appoint PKF Littlejohn LLP will be put to the Annual General Meeting.
Disclosure of audit information
As far as each of the Directors is aware, at the time this report was approved:
(a) there is no relevant available information of which the auditor is unaware; and
(b) they have taken all steps that ought to have been taken to make themselves aware of any relevant audit information and
to establish that the auditor is aware of that information.
74
CORPORATE GOVERNANCE
Directors Report
Directors’ responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Director’s Report and the Financial Statements in accordance
with applicable laws and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Company law requires the Directors
to prepare Group and Company Financial Statements for each financial year. The Directors are required by the AIM Rules of the
London Stock Exchange to prepare Group Financial Statements in accordance with United Kingdom (“UK”) adopted
international accounting standards (“UK IAS”)
Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and
fair view of the state of affairs and profit or loss of the Company and Group for that period. In preparing these Financial
Statements, the Directors are required to:
select suitable accounting policies and then apply them consistently,
make judgements and estimates that are reasonable and prudent,
state whether applicable UK IAS and regulations have been followed, subject to any material departures
disclosed and explained in the financial statements, and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and the
Company and enable them to ensure that the Financial Statements, and the Directors’ Remuneration Report comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that:
So far as each Director is aware, there is no relevant audit information of which the Group‘s auditor is unaware,
and
The Directors have taken all steps that they ought to have taken as directors to make themselves aware of any
relevant audit information and to establish that the auditor is aware of that information.
This confirmation is given pursuant to section 418 of the Companies Act 2006 and should be interpreted in accordance with and
subject to those provisions.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's
website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
By order of the Board
Clive Line
Company Secretary
2 May 2023
75
FINANCIAL STATEMENTS
Financial Statements
Contents
77
82
Independent Auditor’s Report
Group Statement of Comprehensive
Income
83 Group Balance Sheet
84 Company Balance Sheet
85
86
87
Group Statement of Changes in
Equity
Company Statement of Changes in
Equity
Group and Company Cash Flow
Statements
88 Notes to the Financial Statements
76
FINANCIAL STATEMENTS
Independent Auditor’s Report
Independent auditor’s report to the members of Serabi Gold Plc
Opinion
We have audited the financial statements of Serabi Gold Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year
ended 31 December 2022 which comprise the Group Statement of Comprehensive Income/(Loss), the Group Balance Sheet, the
Company Balance Sheet, the Group and Company Statements of Changes in Equity, the Group and Company Statements of Cash
Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent
company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31
December 2022 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards;
the parent company financial statements have been properly prepared in accordance with UK-adopted international
accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied
to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent
company’s ability to continue to adopt the going concern basis of accounting included:
obtaining the group cash flow forecast and assessing the reasonableness of underlying assumptions, including forecast
levels of expenditure and revenue used in preparing these forecasts. To assess the reasonableness and timings of the cash
inflows and outflows, we used our knowledge of the business and compared the forecasts to the Directors’ approved
budgets and challenged the inputs used;
assessing whether a liquidity shortfall arises at any point during management’s assessment;
comparing forecast sales with recent historical financial information to consider accuracy of forecasting;
verifying cash balances used in the forecast close to the date of sign off of these financial statements;
performing sensitivity analysis thereon and evaluating potential mitigating factors that could be actioned by
management; and
assessing the appropriateness of the going concern disclosures included in the financial statements against the
requirements of the relevant auditing standards.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group's or parent company’s ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. At
the planning stage materiality is used to determine the financial statement areas that are included within the scope of our audit.
77
FINANCIAL STATEMENTS
Independent Auditor’s Report
Materiality for the group financial statements as a whole was $881,000 with performance materiality set at $528,000, being 60% of
group materiality. Materiality for the financial statements as a whole was based upon 1.5% of the group’s revenues.
In determining materiality, we considered the Key Performance Indicators (“KPIs”) used in the Annual Report and Accounts. We
consider revenue to be the primary measure used by the shareholders in assessing the performance of the group, driving
profitability within the group and revenue is expected to provide a more stable measure year on year. The percentage applied to
this benchmark has been selected to bring into scope all significant classes of transactions, account balances and disclosures
relevant for the shareholders, and also to ensure that matters that would have a significant impact on the reported profit were
appropriately considered.
In determining performance materiality, the significant judgements made were in respect of the prior year’s identified fraud
investigation and the fact that 2022 represented the first year of our appointment as auditors to the group.
We agreed with the audit committee that we would report all individual audit differences identified for the group during the
course of our audit in excess of $44,000 together with any other audit misstatements below that threshold that we believe
warranted reporting on qualitative grounds.
Materiality applied to the company’s financial statements was $735,000 with performance materiality set at $441,000, being 60%
of the company materiality.
The benchmark for materiality of the company was 0.6% of the company’s gross assets. The significant judgements used by us in
determining this were that total assets are the primary measure used by the shareholders in assessing the performance of the
company. The percentage applied to this benchmark has been selected to bring into scope all significant classes of transactions,
account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant
impact on the reported profit were appropriately considered.
In determining performance materiality, the significant judgements made were in respect of the prior year’s identified fraud
investigation and the fact that 2022 represented the first year of our appointment as auditors to the company.
We agreed with the Audit Committee that we would report all individual audit differences identified for the company during the
course of our audit in excess of $36,000 together with any other audit misstatements below that threshold that we believe
warranted reporting on qualitative grounds.
Our approach to the audit
Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material misstatement, aspects subject
to significant management judgement as well as greatest complexity, risk and size.
As part of designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial
statements. In particular, we looked at areas involving significant accounting estimates and judgement by the directors and
considered future events that are inherently uncertain. These areas of estimate and judgement included:
- Quantification of mineral resources
-
-
-
-
-
-
Revenue recognition
Inventory valuation
Impairment of mining assets and other property, plant and equipment
Recoverability of debts including recoverable taxes
Recoverability of investments in subsidiaries and inter-company debts
Restoration, rehabilitation and environmental provisions
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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FINANCIAL STATEMENTS
Independent Auditor’s Report
Key Audit Matter
Valuation of capitalised exploration costs (Note 8)
As at 31 December 2022, the Group’s Deferred
exploration assets are valued at $18.6m (2021: $34.9m)
and are key to the long-term success of the Group.
the related critical
Details of
judgements and estimates are disclosed in notes [1] and
[8].
these assets and
Significant judgement and estimation is required by
management to assess the
recoverability of the balances and as a result there is the risk that
these balances are incorrectly valued.
Carrying value of Mining assets (Note 9)
As at 31 December 2022 the Group’s Mining Assets totalled
$48.4m (2021: $27.6m) and details of these assets and the related
critical judgements and estimates are disclosed in notes [1] and
[9].
How our scope addressed this matter
Our work in this area included:
Reviewing the exploration and evaluation expenditures to assess
their eligibility for capitalisation under IFRS 6 by corroborating
spend to original source documentation;
Obtaining the current exploration licences and ensured that they
remain valid during the year and at the year end;
Challenging management over the future plans for each license
including obtaining cashflow projections for each licence where
necessary;
A consideration of any impairment indicators set out in IFRS 6 &
IAS 36; and
A review of key external reports for indicators of impairment.
Our work in this area included:
Obtaining, reviewing & challenging management’s discounted
cash flow model;
Management assess the recoverable amounts
of these balances on a cash generating unit (CGU) basis using a
management prepared discounted cash flow model.
Assessing & challenging the appropriateness of management’s
inputs and assessment of each cash generating unit;
the significant
Given
judgements and estimates used by
management in determining the valuation of these assets there is
the risk that the valuation of the mining assets is incorrect.
Valuation of investments and Intercompany receivables (Plc
only) – (Note 11)
As at 31 December 2022, the carrying value of investments in
subsidiaries is $102.9m (2021: $102.6m). This value is ultimately
dependent on the value of the underlying assets. The carrying
value of these investments is material to the parent company
financial statements.
A significant portion of the underlying assets are exploration
mining assets making it difficult to definitively determine their
value.
Valuations for these projects are therefore based on judgments and
estimates made by the Directors - which leads to a risk of
misstatement.
Assessing and reviewing indicators of impairment as per IAS 36
and considering whether any apply to the Group;
Ensuring that the basis of preparation
of the model is in line with applicable accounting standards;
Assessing & challenging the appropriateness of estimates and
inputs;
A visit to the mine site to confirm existence of the assets; and
Ensuring inputs into the model are in line with third party expert’s
opinion of total mineral resources available at each site.
Our work in this area included:
Confirming ownership of investments held by the Parent
Company to underlying documentation;
Obtaining the impairment review for all investments prepared by
management and challenging management in respect of the
assumptions & judgements made;
Reviewing the value of the net investment in subsidiaries against
the underlying assets to assess the recoverability of investments;
Reviewing and challenging management’s assumption that the
operation in Brazil is one cash generating unit (CGU); and
Obtaining and testing management’s cash flow forecast for the
CGU which underpins the value held as investments by Serabi
Gold plc.
79
FINANCIAL STATEMENTS
Independent Auditor’s Report
Other information
The other information comprises the information included in the annual report, other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion
on the group and parent company financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group
and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the
parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
80
FINANCIAL STATEMENTS
Independent Auditor’s Report
We obtained an understanding of the group and parent company and the sector in which they operate to identify laws
and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management, industry research and experience of the sector etc.
We determined the principal laws and regulations relevant to the group and parent company in this regard to be those
arising from the Companies Act 2006, UK-adopted international accounting standards, the AIM Rules for Companies,
as well as local laws and regulations in the jurisdiction in which the group and parent company operate.
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the group and parent company with those laws and regulations. These procedures included, but were
not limited to:
o
o
o
o
conducting enquiries of management regarding potential instances of non-compliance;
reviewing RNS announcements;
reviewing legal and professional fees ledger accounts; and
reviewing board minutes and other correspondence from management.
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition
to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether key
management judgements could include management bias was identified in relation:
o Valuation of capitalised exploration costs
o Carrying value of Mining assets
o Valuation of investments and Intercompany receivables
We addressed these as outlined in the Key audit matters section above. The potential for management bias also existed in the
recognition and recoverability of current & deferred tax assets, valuation of inventory and share-based payments recognised in
the year. Audit procedures were performed in this regard to recalculate the charge with reference to the underlying agreements.
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence
of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course
of business.
Compliance with laws and regulations at the subsidiary level was ensured through enquiry of management,
communication with component auditors and correspondence for any instances of non-compliance
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a
material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance
with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely
to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather
than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or
for the opinions we have formed.
Joseph Archer (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
2 May 2023
15 Westferry Circus
Canary Wharf
London E14 4HD
81
FINANCIAL STATEMENTS
Group Statement of Comprehensive Income/(Loss)
For the year ended 31 December 2022
Revenue
Cost of sales
Provision for impairment of taxes receivable
Depreciation and amortisation charges
Total cost of sales
Gross profit
Administration expenses
Share-based payments
Gain /(loss)on disposal of fixed assets
Operating profit
Foreign exchange (loss)/gain
Finance expense
Finance income
(Loss) / profit before taxation
Income tax expense
(Loss) / profit for the period(1)
Other comprehensive income (net of tax)
Items that may be reclassified subsequently to
profit or loss
Exchange differences on translating foreign
operations
Total comprehensive profit for the period(1)
Earnings per ordinary share (basic) (1)
Earnings per ordinary share (diluted) (1)
Notes
2
3
4
4
5
7
7
Group
For the year
ended
31 December
2022
US$
For the year
ended
31 December
2021
US$
58,709,328
(43,110,870)
(1,151,899)
(6,572,461)
(50,835,230)
7,874,098
(5,447,224)
(249,210)
33,993
2,211,657
131,938
(3,411,784)
291,885
(776,304)
(206,743)
(983,047)
63,141,437
(37,759,318)
–
(6,049,628)
(43,808,946)
19,332,491
(5,825,655)
(270,631)
(160,219)
13,075,986
(41,456)
(261,825)
585,840
13,358,545
(3,408,581)
9,949,964
2,371,399
(4,643,212)
1,388,352
(1.30c)
(1.30c)
5,306,752
13.85c
12.92c
(1)
(2)
The Group has no non-controlling interests and all profits are attributable to the equity holders of the Parent Company.
Notes to the Accounts on pages xx to xx form an integral part of these financial statements
82
FINANCIAL STATEMENTS
Group Balance Sheet
As at 31 December 2022
Non-current assets
Deferred exploration costs
Property, plant and equipment
Right of use assets
Taxes receivable
Deferred taxation
Total non-current assets
Current assets
Inventories
Trade and other receivables
Prepayments
Cash and cash equivalents
Total current assets
Current liabilities
Trade and other payables
Interest-bearing liabilities
Accruals
Total current liabilities
Net current assets
Total assets less current liabilities
Non-current liabilities
Trade and other payables
Provisions
Deferred tax liability
Derivative financial liabilities
Interest-bearing liabilities
Total non-current liabilities
Net assets
Equity
Share capital
Share premium reserve
Option reserve
Other reserves
Translation reserve
Retained surplus
Equity shareholders’ funds attributable
to owners of the parent
Notes
8
9
10
13
5
12
13
14
15
16
18
16
17
5
19
18
21
Company Number 5131528
Group
At 31 December
2022
US$
At 31 December
2021
US$
18,621,180
48,482,519
5,374,042
3,446,032
1,545,684
77,469,457
8,706,351
5,291,924
1,572,149
7,196,313
22,766,737
5,830,872
6,111,126
461,857
12,403,855
10,362,882
87,832,339
3,800,886
1,190,175
480,922
–
837,293
6,309,276
81,523,063
34,857,905
27,575,335
2,600,631
605,125
1,224,360
66,863,356
6,973,207
2,307,458
2,316,669
12,217,751
23,815,085
5,624,511
290,060
397,400
6,311,971
17,503,114
84,366,470
427,663
2,581,431
861,430
165,495
444,950
4,480,969
79,885,501
11,213,618
36,158,068
1,324,558
14,459,255
(66,276,771)
84,644,335
11,213,618
36,158,068
1,075,348
13,694,731
(68,648,170)
86,391,906
81,523,063
79,885,501
Other reserves comprise a merger reserve of US$361,461 and a taxation reserve of US$14,097,794 (2021: merger reserve of
US$361,461 and taxation reserve of US$13,333,270).
The financial statements were approved and authorised for issue by the Board of Directors on 2 May 2023 and signed on its
behalf by:
Clive Line
Finance Director
2 May 2023
83
FINANCIAL STATEMENTS
Company Balance Sheet
As at 31 December 2022
Non-current assets
Investments in subsidiaries
Other receivables
Total non-current assets
Current assets
Trade and other receivables
Prepayments and prepaid taxes
Cash and cash equivalents
Total current assets
Current liabilities
Trade and other payables
Accruals
Total current liabilities
Net current liabilities
Total assets less current liabilities
Non-current liabilities
Derivative financial liabilities
Total non-current liabilities
Net assets
Equity
Share capital
Share premium reserve
Option reserve
Merger reserve
Retained surplus
Equity shareholders’ funds attributable
to owners of the parent
Notes
11
13
13
14
15
16
19
21
Company Number 5131528
Company
At 31 December
2022
US$
At 31 December
2021
US$
102,950,962
9,786,036
112,736,998
5,244,841
163,737
4,156,908
9,565,487
30,773,071
231,278
31,004,349
(21,438,862)
91,298,136
–
–
91,298,136
11,213,618
36,158,068
1,324,558
361,461
42,240,431
102,623,843
9,784,884
112,408,727
2,274,114
146,922
8,586,734
11,007,770
29,836,667
237,406
30,074,073
(19,066,303)
93,342,424
165,495
165,495
93,176,929
11,213,618
36,158,068
1,075,348
361,461
44,368,434
91,298,136
93,176,929
A separate statement of comprehensive income for Serabi Gold plc has not been prepared as permitted by Section 408 of the
Companies Act 2006. The loss of the Company for the year ended 31 December 2022 was US$2,128,003 (2021: loss of US$3,594,662).
The financial statements were approved and authorised for issue by the Board of Directors on 2 May 2023 and signed on its
behalf by:
Clive Line
Finance Director
2 May 2023
84
FINANCIAL STATEMENTS
Statements of Changes in Shareholders’ Equity
For the year ended 31 December 2022
Group
Equity shareholders’
funds at 31 December
2020
Foreign currency
adjustments
Profit for year
Total comprehensive
income for the year
Shares issued in period
Transfer to taxation
reserve
Share options lapsed in
period
Share option expense
Equity shareholders’
funds at 31 December
2021
Foreign currency
adjustments
Profit for year
Total comprehensive
income for the year
Transfer to taxation
reserve
Share option expense
Equity shareholders’
funds at 31 December
2022
Share
capital
US$
Share
premium
US$
Share option
reserve
US$
Other
reserves
US$
Translation
reserve
US$
Retained
surplus
US$
Total equity
US$
8,905,116
21,905,976
1,173,044
10,254,048
(64,004,958)
79,514,298
57,747,524
–
–
–
–
–
–
2,308,502
14,252,092
–
–
–
–
–
–
–
–
–
–
–
(368,327)
270,631
–
–
–
–
3,440,683
–
–
(4,643,212)
–
(4,643,212)
–
9,949,964
9,949,964
(4,643,212)
9,949,964
5,306,752
–
–
–
–
–
16,560,594
(3,440,683)
368,327
–
–
–
270,631
11,213,618
36,158,068
1,075,348
13,694,731
(68,648,170)
86,391,906
79,885,501
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
764,524
249,210
–
–
(983,047)
(983,047)
2,371,399
–
2,371,399
2,371,399
(983,047)
1,388,352
–
–
(764,524)
–
–
249,210
11,213,618
36,158,068
1,324,558
14,459,255
(66,276,771)
84,644,335
81,523,063
Other reserves comprise a merger reserve of US$361,461 and a taxation reserve of US$14,097,794 (2021: merger reserve of
US$361,461 and taxation reserve of US$13,333,270).
The following is a description of each of the reserve accounts that comprise equity shareholders’ funds
Share capital
Share premium
Share option reserve
Other reserves
Translation reserve
Retained surplus
The share capital comprises the issued ordinary shares of the Company at par.
The share premium comprises the excess value recognised from the issue of ordinary shares at par.
Cumulative fair value of options charged to the statement of comprehensive income net of transfers to the profit and
loss reserve on exercised and cancelled/lapsed options.
Other reserves is comprised of a merger reserve arising on the acquisition of Kenai Resources Limited, representing the
difference between the nominal value of the shares issued and their fair value, and a warrant reserve being the
cumulative fair value of warrants issued associated with equity shares issued.
The Group has also established a taxation reserve. The reserve is used to accumulate taxation savings received by the
Group as a result of a lower taxation rate being applied in Brazil through its eligibility for a tax incentive programme
(“SUDAM”). SUDAM reduces the Group’s effective tax rate from approximately 34 per cent to approximately 15.25 per
cent. The regulations of the incentive programme require the Group to accumulate incentives received through tax
savings in a taxation reserve. The taxation reserve is not considered a distributable reserve but can be used to meet the
cost of regional investment programmes completed by the Group and approved by SUDAM.
Cumulative gains and losses on translating the net assets of overseas operations to the presentation currency.
Retained surplus / (accumulated losses) comprise the Group’s cumulative accounting profits and losses since inception.
85
FINANCIAL STATEMENTS
Statements of Changes in Shareholders’ Equity
For the year ended 31 December 2022
Share
capital
US$
Company
Share
premium
US$
Share option
reserve
US$
Other
reserve
US$
Retained
surplus
US$
Total equity
US$
Equity shareholders’ funds
at 31 December 2020
Loss for the year
Comprehensive loss for year
Shares issued in period
Share options lapsed in
period
Share option expense
Equity shareholders’ funds
at 31 December 2021
Loss for the year
Comprehensive loss for year
Share option expense
Equity shareholders’ funds
at 31 December 2022
8,905,116
21,905,976
1,173,044
361,461
47,594,769
79,940,366
–
–
2,308,502
–
–
14,252,092
–
–
–
–
–
–
–
(368,327)
270,631
–
–
–
–
–
(3,594,662)
(3,594,662)
–
368,327
(3,594,662)
(3,594,662)
16,560,594
–
–
270,631
11,213,618
36,158,068
1,075,348
361,461
44,368,434
93,176,929
–
–
–
–
–
–
–
–
249,210
–
–
–
(2,128,003)
(2,128,003)
–
(2,128,003)
(2,128,003)
249,210
11,213,618
36,158,068
1,324,558
361,461
42,240,431
91,298,136
86
FINANCIAL STATEMENTS
Cashflow Statements
For the year ended 31 December 2022
Notes
5
Cash outflows from operating activities
(Loss)/profit for the period
Net financial expense
Depreciation – plant, equipment and mining properties
Provision for impairment of taxes receivable
Taxation expense
Share-based payments
(Gain)/loss on fixed asset sales
Taxation paid
Interest paid
Foreign exchange (loss)/gain
Changes in working capital
Increase in inventories
Group
Company
For the
year ended
31 December
2022
US$
For the
year ended
31 December
2021
US$
For the
year ended
31 December
2022
US$
For the
year ended
31 December
2021
US$
(983,047)
2,987,961
6,572,461
1,151,899
206,743
249,210
(33,993)
(129,426)
(208,592)
(191,328)
9,949,964
(282,559)
6,049,628
–
3,408,581
270,631
160,219
(1,125,382)
(1,302,708)
(104,531)
(2,128,003)
(12,712)
–
–
–
249,210
–
(23,140)
35,384
–
(3,594,662)
54,607
218,682
–
–
270,631
–
–
(1,260,213)
40,424
(1,435,025)
(331,400)
–
–
Increase in receivables, prepayments and accrued income
(6,465,608)
(1,259,952)
(2,987,542)
(255,713)
Increase/(decrease) in payables, accruals and provisions
Increase in short-term intercompany payables
Net cash inflow/(outflow) from operations
234,314
–
1,955,569
(637,285)
–
14,795,206
(262,720)
1,159,973
(3,969,552)
(495,355)
1,829,761
(3,191,838)
Investing activities
Acquisition payment for subsidiary
Acquisition of other property rights
Purchase of property, plant, equipment, and projects in
construction
Mine development expenditure
Geological exploration expenditure
Pre-operational project costs
Proceeds from sale of assets
Investment in subsidiaries
Interest received and other finance income
Net cash outflow on investing activities
Financing activities
Issue of ordinary share capital (net of costs)
Issue of warrants
Receipt of short-term loan
Repayment of convertible loan
Payment of convertible loan arrangement fee
Payment of lease liabilities
Net cash inflow/(outflow) from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Exchange difference on cash
Cash and cash equivalents at end of period
9
9
8
8
11
18
87
–
–
(5,500,000)
(101,106)
(4,447,588)
(4,132,914)
(3,629,505)
(855,607)
(2,328,113)
171,824
–
126,390
(10,962,599)
(5,400,933)
(4,102,530)
(4,354,954)
379,347
–
–
(23,213,090)
–
–
4,917,775
–
–
(1,027,151)
3,890,624
(5,116,406)
12,217,751
94,968
7,196,313
16,560,593
333,936
–
(2,000,000)
(300,000)
(355,836)
14,238,694
5,820,810
6,603,620
(206,679)
12,217,751
–
–
–
–
–
–
–
(327,119)
2,090
(325,029)
–
–
–
–
–
–
–
(4,294,581)
8,586,734
(135,245)
4,156,908
(5,500,000)
–
–
–
–
–
–
(1,009,734)
–
(6,509,734)
16,560,593
333,936
–
(2,000,000)
(300,000)
–
14,594,530
4,892,958
3,813,957
(120,181)
8,586,734
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
1
Significant accounting policies
(a)
Basis of preparation
Serabi Gold plc (the “Company”) is a public limited company incorporated and domiciled in England, the shares of which are
listed on AIM, part of the London Stock Exchange, and the Toronto Stock Exchange. The public registered office and principal
place of business are disclosed in the shareholder information section of the Annual Report.
The principal activities of the Group are described in the Directors’ Report on page 72.
The consolidated financial statements are presented in US Dollars and has been selected based on the currency of the primary
economic environment in which the Group as a whole operates on the basis that the Group’s primary product is generally traded
by reference to its pricing in US Dollars. The functional currency of the Company is also considered to be the US Dollar. The
consolidated financial statements are prepared on the historical cost basis or the fair value basis where the fair valuing of relevant
assets and liabilities has been applied.
The parent and consolidated financial statements have been prepared in accordance with UK-adopted international accounting
standards (UK IAS) and with the requirements of the Companies Act 2006 as applicable to companies reporting under those
standards.
On 31 December 2020, IFRS as adopted by the European Union at that date was brought into the UK law and became UK-adopted
international accounting standards, with future changes being subject to endorsement by the UK Endorsement Board. The Group
prepares its consolidated financial statements in accordance with UK IAS.
Accounting standards, amendments and interpretations effective in 2022
The Group has not adopted any standards or interpretations in advance of the required implementation dates.
The following accounting standards came into effect as of 1 January 2022
Property, Plant and Equipment – Proceeds before Intended Use (amendments to IAS 16)
Onerous Contracts- Cost of Fulfilling a Contract (Amendments to IAS 37)
Annual Improvements to IFRS Standards 2018-2020
Reference to Conceptual Framework (Amendments to IFRS 3)
Effective Date
1 January 2022
1 January 2022
1 January 2022
1 January 2022
The adoption of these standards has had no effect to date on the financial results of the Group. The updated standard Property,
Plant and Equipment – Proceeds before Intended Use (amendments to IAS 16) which is effective 1 January 2022 will impact the
Group as it develops the Coringa mine. At such time as the Group generates revenues from the processing of ore from Coringa
in future periods, this will be reflected as operational revenue of the business and the Group will account for the costs incurred in
relation to this income as a cost of sale. Previously, under IAS16, the sales would have been treated as a deduction from the cost
of bringing an item (or items) of property, plant and equipment to the location and condition necessary to be capable of operating
in the manner intended by management.
There are a number of standards, amendments to standards, and interpretations which have been issued that are effective in
future periods and which the Group has chosen not to adopt early.
IFRS 17 Insurance Contracts, including Amendments to IFRS 17
Classification of Liabilities as Current or Non-current (Amendments to IAS 1) and
Classification of Liabilities as Current or Non-current – Deferral of Effective Date
1 January 2023
1 January 2023
Going concern and availability of finance
The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set
out in the Group Strategic Report. The financial position of the Group, its cash flows, and liquidity position are described in the
Chief Financial Officer’s Review and set out in the Group Financial Statements. Further details of the Group’s commitments and
maturity analysis of financial liabilities are set out in note 23 and 25 respectively of the Group Financial Statements. In addition,
88
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
note 22 to the Group Financial Statements includes the Group’s objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk.
The Directors have a reasonable expectation that, after taking into account reasonably possible changes in trading performance,
and the current macroeconomic situation, the Group has adequate resources to continue in operational existence for the
foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the Financial Statements.
Further details are provided in Going Concern section of the Group Strategic Report on pages 23 and 24.
(b)
Basis of consolidation
(i)
Subsidiaries and acquisitions
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries) made up to 31 December each year. Control is recognised where an investor is expected, or has
rights, to variable returns from its investment with the investee, and has the ability to affect these returns through its power
over the investee. Based on the circumstances of the acquisition an assessment will be made as to whether the acquisition
represents an acquisition of a business or the acquisition of assets. In the event of a business acquisition, the assets, liabilities
and contingent liabilities of a subsidiary are measured at their fair value at the date of acquisition. Any excess of the cost of
the acquisition over the fair values of the identifiable net assets acquired is recognised as a “fair value” adjustment. If the cost
of the acquisition is less than the fair value of net assets of the subsidiary acquired, the difference is recognised directly in
profit or loss. In the event of an asset acquisition, assets and liabilities are assigned a carrying amount based on relative fair
value.
The results of subsidiaries acquired or disposed of during the year are included in the statement of comprehensive income
from the effective date of acquisition or up to the effective date of disposal, as appropriate.
In the Company’s balance sheet, investments in subsidiaries includes the investment in Kenai Resources Limited (“Kenai”)
which was calculated at fair value, and the difference between the value of the shares issued and their fair value has been
credited directly to a merger reserve.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line
with those used by the Group.
(ii) Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
(c)
Foreign currencies
The Group’s presentational currency is US Dollars and has been selected based on the currency of the primary economic
environment in which the Group as a whole operates on the basis that the Group’s primary product is generally traded by
reference to its pricing in US Dollars. The functional currency of the Company is also considered to be the US Dollar.
Transactions in currencies other than the functional currency of a company are recorded at a rate of exchange approximating to
that prevailing at the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in
currencies other than the functional currency are translated at the amounts prevailing at the balance sheet date and any gains or
losses arising are recognised in the income statement.
On consolidation, the assets and liabilities of the Group’s overseas operations for which the US Dollar is not the functional
currency are translated at exchange rates prevailing at the balance sheet date. Income and expense items are translated at the
average exchange rate for the period. Exchange differences arising on the net investment in subsidiaries are recognised in other
comprehensive income.
The US Dollar/Sterling exchange rate at 31 December 2022 was 1.2055 (2021: 1.3489). The Brazilian Real/US Dollar exchange rate
at 31 December 2022 was 5.2171 (2021: 5.4388.).
89
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
(d)
Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are stated at cost less accumulated depreciation (note 1(d) (iii)) and impairment losses
(note 1(h)).
Upon demonstration of the feasibility of commercial production, any past deferred exploration, evaluation and development
costs related to that operation are reclassified as projects in construction. When commercial production commences these
expenditures are then subsequently transferred at cost to mining properties. They are stated at cost less amortisation charges
and any provision for impairment.
(ii) Subsequent costs
Costs relating to maintenance and upkeep of the Group’s assets, once such assets have been commissioned and entered into
commercial operations, will generally be expensed as incurred. In the event, however, that the costs demonstrably result in
extending the original estimated life of such asset or enhances its value, then such expenditure is added to the carrying value
of that asset and amortised over its remaining estimated useful life.
(iii) Depreciation
Amortisation of mining property is calculated over the estimated life of the mineable inventory on a unit of production basis.
Mineable inventory will be based on management’s judgement as to the recoverability of Measured, Indicated and Inferred
Resources and these judgements may vary from time to time as the level of management’s understanding and historical
operational performance information increases. Future forecasted capital mine development expenditure is included in the
unit of production amortisation calculation.
Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each part of an item of
property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
Mining assets
Processing plant
Other plant and assay equipment
Heavy vehicles
Light vehicles
Buildings
Mining properties
3 – 7 years
2 – 10 years
8 years
3 years
10 – 20 years
unit of production
Other assets
Furniture and fittings
Office equipment
Communication installations
Computers
4 years
4 years
5 years
3 years
The Group reviews the economic lives at the end of each annual reporting period.
The residual value, if not insignificant, is reassessed annually. Gains and losses on disposal are determined by comparing
proceeds with carrying values and are included in profit or loss.
(e)
Deferred exploration costs
All costs incurred prior to obtaining the legal right to undertake exploration and evaluation activities on a project are written off
as incurred. Subsequent to the legal rights being obtained, all costs related to the exploration of mineral properties are capitalised
on a project by project basis and deferred until either the properties are demonstrated to be commercially viable (see note 1(d)(i))
or until the properties are sold, allowed to lapse or abandoned, at which time any capitalised costs are written off to the income
statement. In addition to the direct costs involved in exploration activity, including sample collection, drilling costs, geophysical
surveys and assay expenses, exploration costs are also considered to include technical and administrative overheads directly
90
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
attributable to the exploration department including the cost of consultants, security, salaries, travel and accommodation but not
general overheads of the Group. Deferred exploration costs are carried at cost, less any impairment losses recognised.
At such time as commercial feasibility is established and a development decision is reached, the costs associated with that property
will be transferred to and re-categorised as projects in construction and upon commercial production being achieved, re-
categorised as mining property.
Property, plant and equipment used in the Group’s exploration activities are separately reported.
(f)
Trade and other receivables
Trade receivables are not interest-bearing and are stated at amortised cost at the balance sheet date.
Other receivables are not interest-bearing and are stated at amortised cost at the balance sheet date.
Receivables in respect of sale of gold/copper concentrate are re-valued using the best estimate of the forecast metal prices for the
expected date of settlement (see Revenue policy - note 1(o)).
The Group recognises a loss allowance for expected credit losses (“ECL”) on financial assets that are measured at amortised cost
which comprise mainly trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes
in credit risk since initial recognition of the respective financial instrument.
The Group always recognises lifetime ECL on trade receivables. The expected credit losses on these financial assets are estimated
using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors,
general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting
date, including time value of money where appropriate.
(g)
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with
original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within interest-bearing liabilities in
current liabilities on the balance sheet.
(h)
Impairment
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to
determine whether there is any indication that those assets have suffered impairment. Prior to carrying out impairment reviews,
the significant cash generating units are assessed to determine whether they should be reviewed under the requirements of IFRS
6 - Exploration for and Evaluation of Mineral Resources or IAS 36 - Impairment of Assets. Such determination is by reference to
the stage of development of the project and the level of reliability and surety of information used in calculating value in use or
fair value less costs to sell. Impairment reviews performed under IFRS 6 are carried out on a project by project basis, with each
project representing a potential single cash generating unit. An impairment review is undertaken when indicators of impairment
arise; typically when one of the following circumstances applies:
(i)
(ii)
(iii)
(iv)
sufficient data exists that render the resource uneconomic and unlikely to be developed
title to the asset is compromised
budgeted or planned expenditure is not expected in the foreseeable future
insufficient discovery of commercially viable resources leading to the discontinuation of activities
Impairment reviews performed under IAS 36 are carried out when there is an indication that the carrying value may be impaired.
Such key indicators (though not exhaustive) to the industry include:
(i)
(ii)
(iii)
a significant deterioration in the spot price of gold
a significant increase in production costs
a significant revision to, and reduction in, the life of mine plan
If any indication of impairment exists, the recoverable amount of the asset is estimated, being the higher of fair value less costs to
sell and value in use. 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 which
the estimates of future cash flows have not been adjusted.
91
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount
of the asset (or cash generating unit) is reduced to its recoverable amount. Such impairment losses are recognised in profit or loss
for the year.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A
reversal of an impairment loss is recognised in profit or loss for the year.
At each balance sheet date the Company reviews the potential recoverability of investments in subsidiaries and intercompany
debts by reviewing the underlying value of the assets of those subsidiaries and the future cash generation of those subsidiaries to
determine whether there is any indication that those assets have suffered impairment or the debts may not be repaid. As with
the Group each subsidiary is reviewed to determine whether they should be reviewed under the requirements of IFRS 6 -
Exploration for and Evaluation of Mineral Resources or IAS 36 - Impairment of Assets and this determination and the indicators
of impairment are consistent with those applied to the Group.
(i)
Share capital and share premium
The Company’s ordinary shares are classified as equity.
Called up share capital is recorded at par value of 10 pence per ordinary share.
Monies raised from the issue of shares in excess of par value are recorded as share premium. Costs associated with the raising of
capital are netted off this amount.
(j)
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value recognised in profit
or loss over the period of the borrowings using the effective interest rate method.
If there is an adjustment to the repayment terms of any borrowings which generates a variation of more than 10 per cent of the
future cash flows, under IFRS 9 this constitutes a substantial modification to the original valuation of the loan. Accordingly, the
original loan under the terms of IFRS 9 would be considered to be repaid and a new loan is considered to have been taken out. If
the variation is less than 10 per cent of the future cash flows, this variation would be considered a non-substantial modification.
For a non-substantial modification, the difference between the revised measurement of the liability (calculated as the present
value of the revised cash flows discounted at the original effective interest rate) and the carrying amount at the point of the
modification should be recognised through profit or loss.
Interest on borrowings used specifically to fund the acquisition of non-current assets is capitalised as part of the acquisition cost
of the asset, otherwise borrowing costs are expensed as incurred. Borrowing costs comprise interest and other costs that the
Group incurs in connection with the borrowing of finance.
(k)
Employee benefits
(i)
Share-based payment transactions and share options
The Group issues share-based payments including share options and restricted share awards to certain employees, which are
measured at fair value at date of grant. The fair value of share options is determined at the grant date and expensed on a graded
vesting basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. The Black-Scholes
method is used to calculate fair value. The expected life of the instrument used in the model is adjusted, based on management’s
best estimate, for the effects of non-transferability, exercise restrictions (if any are imposed as a condition of the award but
including periods when management and Directors are prevented from trading) and behavioural considerations. The fair value
of restricted stock awards is determined at the grant date based on the value of the award and expensed on a graded vesting
basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.
92
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
The entity measures the fair value of the services received by reference to the fair value of the equity instruments granted,
because typically it is not possible to estimate reliably the fair value of the services received. The fair value is measured at the
date of grant. Where the equity instruments granted do not vest immediately but after a specified number of years, the fair value
is accounted for over the vesting period.
(ii)
Pension costs
The Group does not operate any pension plan for its employees although it does make contributions to employee pension plans
in accordance with instructions from those employees. The Company has no contractual commitment as to the ability of those
funds to provide any minimum level of future benefit to the individual and is contracted only to make pre-defined levels of
contribution. Company contributions to such schemes are charged against profit as they fall due.
(l)
Provisions, contingent liabilities and contingent assets
Provisions are recognised when:
(i)
the Group has a present legal or constructive obligation as a result of past events;
(ii)
it is more likely than not that an outflow of resources will be required to settle the obligation; and
(iii)
the amount can be reliably estimated.
Restoration, rehabilitation and environmental costs
Provision for environmental remediation and decommissioning of the Group’s mining and exploration facilities has been
estimated using current prices which are inflated and then discounted for the time value of money. While the provision has
been based on the best estimates of future costs and economic life, there is uncertainty regarding the amount and timing of
these costs.
Employment provision
Provision for employment claims is made where sums are claimed by employees or employees by third parties contracted
by the Group, based on management’s best estimate of the potential value of any settlement that could arise based on legal
opinion.
(m)
Trade and other payables
Trade and other payables that are not interest-bearing are stated at amortised cost. Any interest charges or late payment penalties
are recognised only when agreed with the supplying party or it is considered probable that they will be levied.
(n)
Inventories
Inventories are stated at the lower of cost and net realisable value. Materials that are no longer considered as likely to be used by
the Group, or their value is unlikely to be readily realised through a sale to a third party, are provided for.
Materials held for consumption within operations are valued based on purchase price or, when manufactured internally, at cost.
Costs are allocated on an average basis and include direct material, labour, related transportation costs and an appropriate
allocation of overhead costs.
Gold bullion, copper/gold concentrate, run of mine ore and any other production inventories are valued at the lower of cost and
net realisable value. Dependent on the current stage of any product inventory in the process cycle, cost will reflect, as appropriate,
mining, processing, transport and labour costs, as well as an allocation of mine services overheads required to bring the product
to its current state.
Net realisable value is the estimated selling price in the ordinary course of business, after deducting any costs to completion and
any applicable marketing, selling, shipping and other distribution expenses.
93
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
(o)
Revenue
Revenue represents amounts receivable in respect of sales of gold and by-products. Revenue represents only sales for which
contracts have been agreed and for which the product has been delivered to the purchaser in the manner set out in the contract.
Revenue is stated net of any applicable sales taxes. All revenue is derived from the sales of copper/gold concentrates produced
by the Palito Mine and gold doré produced from the Palito and São Chico ore bodies and the Coringa mine.
Revenues are recognised in full using contractual pricing terms ruling at the date of sale with adjustments in respect of final
contractual pricing terms being recognised in the month that such adjustment is agreed. Fair value adjustments for gold prices in
respect of any sale for which final pricing has not been agreed at any balance sheet date is accounted for using the gold price at
that balance sheet date. Any unsold production, and in particular concentrate, is held as inventory and valued at the lower of
production cost and net realisable value until sold. Under the terms of the sales contracts, the Company’s performance obligation
is considered to be the delivery of gold doré and copper/gold concentrate in accordance with agreed criteria.
The Company recognises 100 per cent of the revenue on transfer of title where it is considered highly probable there will be no
reversals, having consideration of quality tests performed upon delivery of shipment.
The performance obligation and associated revenue from customers is recorded when the title for a shipment is transferred to the
customer in accordance with the contract terms. On transfer of title, control is considered to have passed to the customer with the
Company having the right to payment, but no ongoing physical possession or involvement with the concentrate or gold doré,
legal title and insurance risk having transferred.
All sales revenue from incidental production arising during the exploration, evaluation, development and commissioning of a
mineral resource prior to commercial production are taken as a contribution towards previously incurred costs and offset against
the related asset accordingly.
Interest income is recognised on a time-proportion basis using the effective interest rate method.
(p)
Financing expenses
Financing expenses comprise interest payable on borrowings calculated using the effective interest rate method and interest
receivable on funds invested. It also includes charges arising on the unwinding of discount factors relating to the provisions for
future charges.
(q)
Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the
taxable income for the year, using tax rates enacted or substantively enacted at the year end and any adjustments in respect of
prior years.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using
the balance sheet method. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets
or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and
differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable
future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse,
based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which
the asset can be utilised. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised
simultaneously.
(r)
Segmental reporting
An operating segment is a component of the Group engaged in exploration or production activity that is regularly reviewed by
the Chief Operating Decision Maker (“CODM”) for the purposes of allocating resources and assessing financial performance. The
94
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
CODM is considered to be the Board of Directors. The Group has only one primary business activity namely the conduct of gold
mining and exploration in Brazil. For management purposes, however, the Group recognises two separate segments, Brazil and
UK. Copper/gold concentrate is produced in Brazil and sales routed through the UK, whilst sales of gold bullion are conducted
directly from Brazil. The operating segments are reported in a manner consistent with the internal reporting provided to the
CODM.
The Group does not report geographic segments by location of customer as its business is the production of gold which is traded
as a commodity on a worldwide basis. Sales are ultimately made into the bullion market, where the location of the ultimate
customer is unknown.
(s)
Investments in subsidiaries
Investments in subsidiaries are recognised at cost, less any provision for impairment.
(t)
Financial instruments
Financial assets and financial liabilities are recognised in the Group statement of financial position when the Group becomes a
party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset, and the net amount
reported in the consolidated statement of financial position and statement of comprehensive income when there is a currently
enforceable legal right to offset the recognised amounts and the Group intends to settle on a net basis or realise the asset and
liability simultaneously.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate,
on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value
through profit or loss are recognised immediately in profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way
purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by
regulation or convention in the marketplace.
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on
the classification of the financial assets.
(i) Classification of financial assets
The Company is a trading entity, selling directly to its end customers and receiving payments directly from such customers
and as such within its business model all financial assets are treated on a hold to collect basis.
Financial assets that meet the following conditions are measured subsequently at amortised cost using effective interest rate
method:
The financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows; and,
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
The Group’s trade receivables are subject to subsequent recognition at fair value through profit or loss (“FVTPL”). The Group
does not otherwise hold any financial assets that meet conditions for subsequent recognition at fair value through other
comprehensive income (“FVTOCI”) or FVTPL.
(ii) Impairment of financial assets
95
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
The Group recognises a loss allowance for expected credit losses (“ECL”) on financial assets that are measured at amortised
cost which comprise mainly trade receivables. The amount of expected credit losses is updated at each reporting date to
reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group always recognises lifetime ECL on trade receivables. The expected credit losses on these financial assets are
estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific
to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of
conditions at the reporting date, including time value of money where appropriate.
The Company recognises lifetime ECL on intercompany loans, based on management’s assessment and understanding of the
credit risk attaching to each loan, changes in the level of credit risk between periods and assessment of the scenarios under
which management expects the loan to be repaid. Any credit loss will be calculated as the net present value of the difference
between the contractual and expected cash flows and the ECL will represent the weighted average of those credit losses based
on the respective risks of each scenario. Further details of the reviews undertaken during the year are set out in note 13.
(iii) Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group
neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred
asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the
Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to
recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Financial liabilities
(i) Classification of financial liabilities
The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was
issued and its characteristics.
All purchases of financial liabilities are recorded on trade date, being the date on which the Group becomes party to the
contractual requirements of the financial liability. Unless otherwise indicated the carrying amounts of the Group’s financial
liabilities approximate to their fair values.
The Group’s financial liabilities consist of financial liabilities measured at amortised cost and financial liabilities at fair value
through profit or loss.
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or
(iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method. The Group’s
financial liabilities measured at amortised cost comprise loans and other borrowings, equipment loans, leases, and other
payables and accruals. The effective interest method is a method of calculating the amortised cost of a financial asset/liability
and of allocating interest income/expense over the relevant period. The effective interest rate is the rate that discounts
estimated future cash receipts/payments through the expected life of the financial asset/liability or, where appropriate, a
shorter period.
(ii) Derecognition of financial liabilities
A financial liability (in whole or in part) is derecognised when the Group has extinguished its contractual obligations, it
expires or is cancelled. Any gain or loss on derecognition is taken to the statement of comprehensive income.
(iii) Derivatives
This category comprises out-of-money derivatives where the time value does not offset the negative intrinsic value. They are
carried in the consolidated statement of financial position at fair value with changes in fair value recognised in the
consolidated statement of comprehensive income. The Group does not hold or issue derivative instruments for speculative
96
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
purposes, but for hedging purposes. Other than these derivative financial instruments, the Group does not have any liabilities
held for trading.
The Group has issued convertible loan notes providing the holder with the right to convert all or part of the loan notes into
new ordinary shares at any time prior to the repayment date at a fixed conversion price. The Group has no right to repay
the convertible loan notes at any time prior to the repayment date. The Group estimates the value of the conversion option
at the date that loan notes are issued and accounts for this derivative liability separately to the host debt instrument. At each
balance sheet date, the fair value of the derivatives issued by the Group is estimated by reference to quoted mid-market price
using level 1 and level 2 inputs under the fair value hierarchy.
The Company has issued warrants to subscribe for shares at a share price of 93 pence per warrant exercisable at any time at
the warrant holders election until 22 May 2023. The conversion rights embedded in the warrant notes represent a derivative
as the Group’s functional currency is United States Dollars but the conversion price is denominated in Pounds Sterling.
Therefore, the amount to be released in US Dollars on conversion is variable dependent upon the exchange rate between the
US Dollar and GB Pound.
(u)
Leases
The Group accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset for a period of
time in exchange for consideration. Leases are those contracts that satisfy the following criteria:
There is an identified asset;
The Group obtains substantially all the economic benefits from use of the asset; and
The Group has the right to direct use of the asset.
The Group considers whether the supplier has substantive substitution rights. If the supplier does have those rights, the contract
is not identified as giving rise to a lease. In determining whether the Group obtains substantially all the economic benefits from
use of the asset, the Group considers only the economic benefits that arise from use of the asset. In determining whether the Group
has the right to direct use of the asset, the Group considers whether it directs how and for what purpose the asset is used
throughout the period of use. If the contract or portion of a contract does not satisfy these criteria, the Group applies other
applicable IFRSs rather than IFRS 16.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the
discount rate determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case the
Group’s incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the
measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability
assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in
the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
Amounts expected to be payable under any residual value guarantee;
The exercise price of any purchase option granted in favour of the Group if it is reasonably certain to assess that option;
and
Any penalties payable for terminating the lease, if the term of the lease has been estimated based on the termination
option being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and
increased for:
Lease payments made at or before commencement of the lease;
Initial direct costs incurred; and
The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the
leased asset.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right of use assets are amortised on a straight-line basis over the remaining
term of the lease.
97
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
The Group has elected not to recognise right of use assets and lease liabilities for leases of low-value assets (where the value of
the lease obligation over the lease period is less than US$5,000) and short-term leases (where the period of the contractual lease
obligations is 12 months or less). The Group recognises the lease payments associated with these leases as an expense on a straight-
line basis over the lease term.
(v)
Payments for business acquisition
The acquisition of Chapleau Resources Ltd in December 2017, incorporating the rights to the Coringa gold project, was accounted
for as an asset purchase and the assets and liabilities of Chapleau were consolidated within the Group financial statements from
21 December 2017, being the effective date of the acquisition. The cash payments due were to be paid over a period of time and
each of the stage payments were discounted at a 10 per cent cost of capital.
On 31 March 2020, the Group agreed with the vendor that the final payment of US$12 million due on 31 March 2020 would instead
be paid over a series of monthly instalments over approximately 15 months. The Group recognised this change in payment terms
as a non-substantial modification and re-categorised the remaining payment schedule as an interest-bearing liability rather than
as a general creditor. The interest-bearing liability was recorded at fair value at the date of initial recognition and interest charged
and the new effective interest rate.
(w)
Payments for mineral property acquisition – see note 10
Under existing agreements in place at the time that the Group acquired Kenai Resources Limited in 2013, the Group, subject to
certain conditions, had rights to acquire or could be obliged to acquire a net profits interest held by a third party in the property
which includes the São Chico orebody. The Group had initially accounted for the future acquisition of this net profits interest
and the concurrent potential liability based on the fair value of the potential future obligations under the agreement. In February
2019, the conditions of the existing agreement having not been satisfied, the Group entered into a separate agreement to acquire
the rights of the third party with the consideration being paid over 24 months. The variation in the fair value of the amended
consideration was treated as an amendment to the original recognised value of the investment included within mining
property. The unwinding of the fair value as the staged payments are made is being treated as a further amendment to the value
of the investment in mining property.
(x)
Taxes receivable
The Group expects at any point in time to be due rebates of taxes in each of the jurisdictions that it has operations. The
recoverability of these tax debts varies according to the jurisdictions and whether these taxes are recoverable at a Municipality,
State or Federal level. Where permitted, the Group will always seek to offset any tax debts owing against tax debts that it is owed.
The Group makes regular assessments as to the potential for non-recoverability and will make provision accordingly. In making
its judgement, management will consider the legal advice that it receives, the history of recoverability both of itself and also other
entities, arrangements that may be available for partial recovery through approved schemes and the timescale during which
recovery may occur. The Group will make provision for the estimate of any taxes that are considered as potentially not recoverable
within a reasonable time period (up to five years) and will also discount the value of any final amount that management estimates
may be recoverable, for the time value of money. Taxes receivable are classified as long-term or short-term receivables based on
the expected time frame over which they are expected to be recovered.
(y)
Earnings per share
Basic earnings per share is calculated by dividing profit after tax attributable to members of the holding company by the
weighted average number of shares in issue during the year. Any shares held by nominees of the Company in respect of any
employee share trust arrangements are eliminated from the weighted average number of shares. Diluted earnings per share is
calculated by dividing the profit after tax attributable to members of the holding company by the weighted average number of
shares in issue during the year, adjusted for potentially dilutive share options, warrants or other instruments that can be
converted into shares of the Company and to the extent that these share options, warrants and other instruments have vested
and are exercisable at the end of the year. Where there is a loss, and therefore the effect of dilution would be to increase the loss
per share such dilutive effect is ignored and the basic measure is used.
98
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
(z)
Hedging activities
In order to reduce its exposure to foreign exchange and commodity price, the Group may from time to time enter into forward,
option or other contracts. These derivatives, if classified as cash flow hedges, will initially be recognised at fair value and then
re-measured at fair value at the end of each reporting date. For hedging instruments that are not classified as a cash flow hedge
these derivative financial instruments will be accounted for at fair value through the profit and loss (FVTPL) Hedging
instruments will be documented at inception and effectiveness will be tested throughout their duration.
Changes in the value of cash flow hedges will be recognised in other comprehensive income and any ineffective portion is
immediately recognised in the income statement. If the firm commitment or forecast transaction that is the subject of a cash flow
hedge results in the recognition of a non-financial asset or liability, then at the time the asset is recognised, the associated gains
or losses on the derivative that had been previously recognised in other comprehensive income are included in the initial
measurement of the asset or liability. For hedges that do not result in the recognition of an asset or liability, amounts deferred in
other comprehensive income are recognised in the statement of comprehensive income in the same period in which the hedged
item affects net profit.
To qualify for hedge accounting, the hedging relationship must meet all of the following requirements:
• There is an economic relationship between the hedged item and the hedging instrument
• The effect of credit risk does not dominate the value changes that result from that hedging relationship
• The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the
entity actually uses to hedge that quantity of hedged item.
At inception of the hedge relationship, the group will document the economic relationship between hedging instruments and
hedged items, including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash
flows of hedged items. The group will also document its risk management objective and strategy for undertaking its hedge
transactions.
Hedge ineffectiveness may occur due to:
• Fluctuation in volume of hedged item caused due to operational changes • Index basis risk of hedged item vs
hedging instrument
• Credit risk as a result of deterioration of credit profile of the counterparties
The Group has had no hedging instruments in place during years ended 31 December 2022 or 31 December 2021.
(aa)
Critical accounting estimates and judgements
The preparation of financial statements requires management to make judgements and assumptions about the future for the
purpose of accounting estimates. These are based on management’s best knowledge of the relevant facts and circumstances.
However, these judgements and estimates regarding the future are a source of uncertainty and actual results may differ from the
amounts included in the financial statements and adjustment will consequently be necessary. Estimates are continually evaluated,
based on experience and reasonable expectations of future events.
Accounting estimates are applied in assessing and determining the carrying values of significant assets and liabilities.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future
periods if the revision affects both current and future periods.
99
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
The following are the critical estimates that management has made in the process of applying the entity’s accounting policies and
that have the most significant effect on the amounts recognised in financial statements.
Mineral resources – see statement of Mineral resources and reserves in the Strategic Report
Quantification of mineral resources requires a judgement on the reasonable prospects for eventual economic extraction. These
judgements are based on assessments made in accordance with the procedures stipulated under Canadian National Instrument
43-101 and the estimation undertaken in accordance with the requirements of Canadian National Instrument 43-101. These
factors are a source of uncertainty and changes could result in an increase or decrease in mineral resources and changes to the
categorisation or mineral resources between Mineral Reserves, Measured and Indicated Mineral Resources and Inferred Mineral
Resources. Only Mineral Reserves have been established to have economic viability and only at the time that such estimation
is undertaken, and any change in the underlying factors under which the economic assessment was made may give rise to
management making a judgement as to the continuing economic viability of such Mineral Reserves and how they should be
used for the purpose of forecasts. This would, in turn, affect certain amounts in the financial statements such as depreciation,
which is calculated on projected life of mine figures, and carrying values of mining property and plant which are tested for
impairment by reference to future cash flows based on projected life of mine figures.
Mineral Resources have not been established to have economic viability and to the extent that management includes Mineral
Resources to calculate projected life of mine figures or in calculations of amortisation or depreciation, management will make
judgements based on historical reports, future economic factors and other empirical measures to make estimates as to the level
of Mineral Resources that it incorporates into its assessments.
The Group includes all of its Measured, Indicated and Inferred Resources in its calculations of amortisation, its life of mine plans
for the purposes of assessing the long-term value of its mines and in calculating its estimates for rehabilitation expenditures. In
prior periods the Group whilst including all of its Measured, Indicated and Inferred Resources for the São Chico deposit had
used 100 per cent of Measured, Indicated and Inferred Resources but only 25 per cent of the Inferred Resources identified at the
Palito deposit. This historical situation reflected the uncertainty when mining of the Palito deposit was restarted in 2013 and
Inferred Resources were located in areas of the deposit that had no immediate access. With the successful development of the
deposit over the intervening years and continuing improvement in the understanding of this deposit and its geology,
management has established much greater confidence in the ability for the deposit to continue to be expanded and for Inferred
Resources to be converted into production ounces. Accordingly, effective from 1 January 2020, the Group has determined that
it is reasonable to use 100 per cent of the Inferred Resources attributable to the Palito deposit in its calculations of amortisation,
its life of mine plans for the purposes of assessing the long-term value of its mines and in calculating its estimates for
rehabilitation expenditure for Palito.
In assessing amortisation, the Group is required to determine the future capital mine development required to gain access to all
identified mineral resources used as the basis for amortisation. Management assesses the vertical extent of the remaining
mineral resources to be mined and estimate, based on current operating costs and operating parameters, the expected costs of
ramp development required to reach the lowest elevations of the mineral resources. A summary of the Group’s mineral
resources is set out in the Strategic Report in the section Mineral Reserves and Resources.
Revenue
Revenues are recognised in full using contractual pricing terms ruling at the date of sale with adjustments in respect of final
contractual pricing terms being recognised in the month that such adjustment is agreed. In estimating the revenue derived from
the sale of copper/gold concentrate the Group will use assay information provided by the Group’s in house laboratory, and
assessments of weight and humidity also provided by on-site personnel in the determination of the total metal content of the
product being sold and therefore its sales value. These estimates are subject to amendment when the product is received at the
refinery and is weighed and assayed under the scrutiny of the refinery, the purchaser and a representative of the Group. The
final metal content is determined only based on the results of these measurements and the data derived from the Group’s on-
site laboratory is not used in the final calculation of metal content. Taking into account production time frames, transport and
shipping, the final determination of metal content may occur up to six months after the date of production. Adjustments to
revenue to reflect the final agreed metal content are generally made at the time that the metal content is agreed.
100
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Inventory valuation (note 12)
Valuations of gold in stockpiles and in circuit require estimations of the amount of gold contained in, and recovery rates from,
the various stages of work in progress. These estimations are based on analysis of samples and prior experience. A judgement
is also required about when stockpiles will be used and what gold price should be applied in calculating net realisable value;
these are both sources of uncertainty.
The amounts recognised in the consolidated financial statements are derived from the Group’s best estimation and judgement
as set out in note 12.
Based on operational history management has high confidence in the estimations of gold contained in inventory and the
expected recovery rates for the gold contained within each stage of work-progress. Once material enters the process plant it is
transformed into a saleable product which will be sold within approximately six to eight weeks of that date. The prevailing
price of gold and copper is the most critical variable in the assessment of valuation. The Group estimates that a prevailing gold
price of US$1,125 would have been required before there was any requirement to impair any valuation of work in progress
inventory at 31 December 2022.
Impairment of mining assets and other property, plant and equipment ( note 9)
An initial judgement is made as to whether the mining assets are impaired based on the matters identified for mining assets in
the impairment policy at 1 h) relating to IAS 36 impairment.
In considering the impairment of its mining assets in accordance with IAS 36, management will use gold prices and exchange
rates applicable at the balance sheet date. The mine life will be based on the judgement of management of that portion of
Measured, Indicated, and Inferred Resources that can be recovered on the basis that, given the nature of the Group’s orebodies,
the mineral reserves (that portion of the mineral resource that has been proven by independent study to have economic viability)
comprises a small part of the total mineral resource of the Group’s orebodies and does not reflect management’s view of the
true life of the orebody. Production costs, estimated capital costs and plant performance are based on current operating
performance and costs. The value in use calculation will also be determined by the judgements made by management regarding
any future changes in legislation or economic circumstances that might impact the operations.
Management has noted that over the last financial year and up to the date of the signing of the financial statements:
The gold price has since March 2020 being trading at levels which represent an extended period of pricing at five year
highs for gold.
The Brazilian Real has since the end of 2019 generally been at a level of BrR$5:00 to US$1:00 or weaker representing an
extended period of trading when the currency has been at its weakest for over 10 years. The Company incurs between
82 per cent and 85 per cent of its expenditure in Brazilian Real.
The Group has continued to identify and replenish its total Mineral Resources
As a result of these considerations, management has determined that it is not aware of any indicator of impairment.
In the event that there is an indication of impairment, mining assets are assessed for impairment through an estimation of the
value in use of the cash generating units (“CGUs”). The value in use calculation requires the entity to estimate the future cash
flows expected to arise from a CGU and a suitable discount rate in order to calculate present value. A CGU is a group of assets
that generates cash inflows from continuing use. Given their interdependences and physical proximity, the Palito and São Chico
Mines are considered to be one single CGU. Management considers that there was no indicator of impairment identified in the
year.
As described in note 1(d) (iii), the Group reviews the estimated useful lives of property, plant and equipment at the end of each
annual reporting period. Further details regarding the annual review that has been undertaken is set out in Note 10.
Recoverability of debts including recoverable taxes ( notes 13 and 14)
In making its judgements over the recoverability of any amounts owed to the Group management will assess the
creditworthiness of the debtor, the legal enforceability of the Group’s rights and the practicalities and costs of obtaining and
enforcing judgements relative to the debt outstanding. Based on these assessments it will estimate the likely recoverability of
101
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
sums that are due to the Group, the likely time period over when such debts might be received and any provision that needs to
be established against the future recoverability. Recoverable taxes comprise any Federal or State levied input taxes incurred by
the Group including taxes levied on the purchase of goods and services that are designated in law as being recoverable either
in cash, kind or by way of set-off against other tax liabilities at either a Federal or State level. IFRS 9 requires the Parent Company
to make assumptions when implementing the forward-looking expected credit loss model.
In making its judgement regarding recoverable taxes, management will consider the legal advice that it receives, the history of
recoverability both of itself and also other entities, arrangements that may be available for partial recovery through approved
schemes and the timescale during which recovery may occur. The Group will make provision for the estimate of any taxes that
are considered as potentially not recoverable within a reasonable time period (up to five years) and will also discount the value
of any final amount that management estimates may be recoverable, for the time value of money.
Recoverability of investments in subsidiaries and inter-company debts (note 11)
In making its judgements over the recoverability of any amounts invested into subsidiary companies by way of share capital or
loans advanced to subsidiaries, management estimates the expected future cash flows that might be generated by the underlying
projects owned and operated by these subsidiaries and the potential value of exploration and development projects owned and
managed by these subsidiaries. As each of the subsidiaries is 100 per cent owned (directly or indirectly) by the Company the
creditworthiness of the subsidiary is the same as the creditworthiness of the Company subject only to any restrictions that may
be imposed on the repatriation of capital and loans by the host government of the subsidiary. Further details are set out in note
(s) above.
Restoration, rehabilitation and environmental provisions (note 17)
Management uses its judgement and experience to provide for and amortise the estimated mine closure and site rehabilitation
over the life of the mine. Provisions are discounted at a risk-free rate and cost base inflated at an appropriate rate. The ultimate
closure and site rehabilitation costs are uncertain and cost estimates can vary in response to many factors including changes to
relevant legal requirements or the emergence of new restoration techniques. The expected timing and extent of expenditure can
also change, for example in response to changes in ore reserves or processing levels. As a result, there could be significant
adjustments to the provisions established which could affect future financial results.
The following are the critical judgements that management has made in the process of applying the entity’s accounting policies
and that have the most significant effect on the amounts recognised in the financial statements.
Recoverability of deferred exploration expenditure (note 8)
The recoverability of exploration expenditure capitalised within intangible assets is assessed based on a judgement about the
potential of the project to become commercially viable and if there are any facts or circumstances that would suggest the costs
should be impaired. In making this judgement management will consider the items noted in the impairment policy in respect
of exploration assets as noted in accounting policy 1 h). Should an indicator of impairment be identified the value in use is
estimated on a similar basis as the mining asset as detailed above. Management determined that there were no indicators of
impairment in the year. Management consider that the issues that they have disclosed, during 2022 and 2023 to date, with regard
to the issue of the Installation Licence for Coringa, are matters that will be resolved and in particular are not expected to create
any material delay to the development of the project. It has reached its conclusion based on advice from the Group’s Brazilian
lawyers but has also received positive indications from other parties with whom it has discussed the matter.
Utilisation of historic tax losses and recognition of deferred tax assets (note 6)
The recognition of deferred tax assets is based upon whether sufficient and suitable taxable profits will be available in the future
against which the reversal of temporary differences can be deducted. Recognition of deferred tax assets therefore involves
judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset
has been recognised. Where the temporary differences are related to losses, relevant tax law is considered to determine the
availability of the losses to offset against the future taxable profits.
102
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Recoverability of ICMS tax debts (note 14)
ICMS tax is a State-imposed sales tax which is recoverable from the State of Para. The Group has not to date received any cash
refunds and as an exporter generates no output ICMS on its sales. It is reliant on its ability to offset ICMS tax payable against
existing debt to minimise the accumulation of an increased level of tax recoverable from the State of Para. It has identified
certain arrangements that may allow the Group to recover over next five years some of the debt that is owed to the Group and
has provided in full against the remainder. Management considers that based on legal advice received the Group has a good
chance of being able to benefit from these schemes. In the event that it is unable to utilise these schemes or that the rate of
recovery is slower than anticipated the amount of ICMS that may be recovered in the future will be reduced and may be nil.
The Group does not take account of any future benefit from recovery of ICMS tax in its cash flow projections. The Group has
made provision for recoverable ICMS that is not anticipated to be recovered within the next five years.
103
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
2
Segmental analysis
The following information is given about the Group’s reportable segments, further details of which are set out in note 1(r).
The Chief Operating Decision Maker is the Board of Directors. The Board reviews the Group’s internal reporting in order to assess
performance of the business. Management has determined the operating segments based on the reports reviewed by the Board.
An analysis of the results for the year by management segment is as follows:
Revenue
Intra-group sales
Operating expenses
Provision for impairment of
taxes receivable
Brazil
US$
29,524,191
2022
UK
US$
29,185,137
Total
US$
58,709,328
Brazil
US$
37,198,774
2021
UK
US$
25,942,663
25,058,005
(25,058,005)
–
22,844,572
(22,844,572)
Total
US$
63,141,437
–
(39,299,976)
(3,810,894)
(43,110,870)
(33,879,892)
(3,879,426)
(37,759,318)
(1,151,899)
–
(1,151,899)
–
–
–
Depreciation and amortisation
(6,335,957)
(236,504)
(6,572,461)
(5,717,229)
(332,399)
(6,049,628)
Gross profit/(loss)
7,794,364
79,734
7,874,098
Administration expenses
(2,860,672)
(2,586,552)
(5,447,224)
20,446,225
(2,950,006)
(1,113,734)
(2,875,648)
Share-based payments
–
(249,210)
Proceeds from sale of assets
33,993
–
(249,210)
33,993
–
(270,631)
(160,219)
–
19,332,491
(5,825,655)
(270,631)
(160,219)
Operating profit/(loss)
4,967,685
(2,756,028)
2,211,657
17,335,999
(4,260,013)
13,075,986
Foreign exchange (loss)/gain
Finance expense
Finance income
Profit /(loss) before taxation
Income tax expense
Profit/ (loss) for the period
134,665
(3,351,842)
124,299
1,874,807
(206,743)
1,668,064
(2,727)
(59,942)
167,586
(2,651,111)
–
(2,651,111)
131,938
(51,380)
(3,411,784)
291,885
(776,304)
(206,743)
(983,047)
–
417,399
9,924
(261,825)
168,441
(41,456)
(261,825)
585,840
17,702,018
(4,343,473)
13,358,545
(3,408,581)
–
(3,408,581)
14,293,437
(4,343,473)
9,949,964
Transactions between segments are accounted for in accordance with the Group’s accounting policy for a transaction of that
nature. In particular inter-group sales which comprise sales of copper/gold concentrate are recognised at the same time as the
Group makes the sale to the end purchaser, with the sale value made in accordance with the contractual terms between the
separate entities of the Group. Inter-group sales are transacted at prices intended to conform with accepted norms of international
transfer pricing practice.
An analysis of non-current assets by location is as follows:
Total non-current assets
31 December
2022
US$
52,556,952
19,920,789
3,446,032
1,545,684
77,469,457
–
77,469,457
31 December
2021
US$
30,175,966
34,857,905
605,125
1,224,360
66,863,356
–
66,863,356
Brazil – operations
Brazil – exploration
Brazil – taxes receivable
Brazil – deferred tax
Brazil – total
UK
104
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
An analysis of total assets by location is as follows:
Brazil
UK
Total assets
31 December
2022
US$
90,659,109
9,577,085
100,236,194
31 December
2021
US$
79,655,799
11,022,642
90,678,441
During the year, the following amounts incurred by project location were capitalised as pre-operating or deferred exploration
costs:
Brazil
Group
For the
year ended
31 December
2022
US$
3,183,720
For the
year ended
31 December
2021
US$
8,987,126
During the year, the following amounts were capitalised as land and buildings, mine assets, property, plant, equipment and
projects in construction (see note 9):
Brazil
Revenue
Group
For the
year ended
31 December
2022
US$
8,175,423
For the
year ended
31 December
2021
US$
9,533,847
All of the Group’s revenue arises from its activities in Brazil.
An analysis of the revenue by reference to the domicile of the entity within the Group that concludes the sale is as follows:
Brazil
UK
Total
31 December
2022
US$
29,524,191
29,185,137
58,709,328
31 December
2021
US$
37,198,774
25,942,663
63,141,437
105
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
An analysis of major customers (accounting for more than 10 per cent of the Group’s revenues) is as follows:
Customer 1 – sale concluded from Brazil
Customer 2 – sale concluded from UK
Other – sale concluded from Brazil
Total
31 December 2022
31 December 2021
US$
29,185,137
28,305,378
1,218,812
58,709,328
%
49.7%
48.2%
2.1%
100.0%
US$
34,314,048
25,942,663
2,884,726
63,141,437
%
54.3%
41.1%
4.6%
100.0%
3
a.
Operating profit
Group operating profit for the year is stated after charging the following:
Staff costs
Depreciation (property, plant and equipment)
Amortisation of the mine asset
b.
Auditor’s remuneration
Group
For the
year ended
31 December
2022
US$
18,433,319
1,911,600
4,660,861
For the
year ended
31 December
2021
US$
17,038,526
1,440,728
4,608,900
Group
For the
year ended
31 December
2022
US$
For the
year ended
31 December
2021
US$
261,576
215,983
Fees payable to the Group’s auditor for the audit of the Group’s annual financial
statements
Fees payable to the Group’s auditor and its associates for other services:
-
-
-
audit of the Group’s subsidiaries pursuant to legislation
tax compliance services
audit-related assurance services
62,230
13,668
–
(1) It should be noted that the audit fee for 2021 was paid to BDO LLP in the UK and BDO RCS Auditores Independentes in Brazil whereas the
audit fee for 2022 is payable to PKF Littlejohn LLP in the UK and KPMG Auditores Independentes Ltda in Brazil.
31,946
–
–
4
Finance expense and income
Interest and fines on state sales tax
Provision for interest on disputed tax refunds claimed
Interest on short term unsecured bank loan
Interest in finance leases
Interest on short term trade loan
Variation on discount on rehabilitation provision
Interest expense on property acquisition payment
Interest expense on convertible loan
Loss in respect of non-substantial modification
Amortisation of arrangement fee for convertible loan
106
Group
12 months ended
December 2022
US$
(1,819,909)
(1,090,586)
(211,793)
(148,650)
(59,942)
(80,904)
—
—
—
—
12 months ended
December 2021
US$
—
—
—
—
—
—
(23,854)
(47,502)
(40,469)
(150,000)
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Total finance expense
Gain on revaluation of warrants
Variation on discount on rehabilitation provision
Interest income
Total finance income
Net finance (expense)/income
5
Taxation
Current tax
UK tax
Foreign tax – Tax on current year profits
Foreign tax – Adjustment to prior year’s tax charges
Total current tax
Deferred tax
(Increase)/release of deferred tax asset arising from temporary timing differences
(Decrease)/increase of deferred tax liability arising from temporary timing
differences
Total deferred tax
Income tax charge
Group
12 months ended
December 2022
(3,411,784)
165,495
—
126,390
291,885
(3,119,899)
12 months ended
December 2021
(261,825)
168,441
417,399
—
585,840
324,015
Group
For the
year ended
31 December
2022
US$
–
890,176
–
890,176
For the
year ended
31
December
2021
US$
–
2,286,605
–
2,286,605
(238,569)
543,567
(444,864)
578,409
(683,433)
206,743
1,121,976
3,408,581
The tax provision for the current period varies from the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%). The
differences are explained as follows:
Group
For the
year ended
31 December
2022
US$
(776,304)
(147,498)
For the
year ended
31 December
2021
US$
13,358,545
2,538,124
150,778
34,563
(53,764)
461,233
(238,569)
206,743
916,782
307,428
(952,353)
957,017
(358,417)
3,408,581
(Loss)/profit on ordinary activities before tax
Tax thereon at UK corporate tax rate of 19.00% (2021: 19.00%)
Factors affecting the tax charge:
expenses not deductible for tax purposes
temporary differences (not recognised)
lower rate tax overseas
unrecognised tax losses carried forward and similar adjustments
other movements
Tax charge
107
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Unrecognised gross deferred tax position - 2022
Tax losses brought forward
Tax losses not recognised in the period
Movement in temporary differences
Total unrecognised gross deferred tax position at end of period
Unrecognised gross deferred tax position - 2021
Tax losses brought forward
Tax losses not recognised in the period
Movement in temporary differences
Total unrecognised gross deferred tax position at end of period
Unrecognised deferred tax asset
Tax losses (1)
Temporary differences
Total unrecognised deferred tax asset
Recognised deferred tax asset
Tax losses brought forward
Tax losses and untaxed expenses recognised in the period
Tax losses utilised in the period
Exchange
Net recognised deferred tax asset
Recognised deferred tax liability
Untaxed income brought forward
Untaxed income recognised in the period
Exchange
Net recognised deferred tax liability
Trading losses
US$
68,515,983
3,856,404
–
72,372,386
Trading losses
US$
65,573,473
4,368,726
–
Temporary
differences
US$
–
–
–
–
Temporary
differences
US$
(325,460)
–
(750,359)
Total
US$
68,515,983
3,856,404
–
72,372,386
Total
US$
65,248,013
4,368,726
(750,359)
69,942,199
(1,075,819)
68,866,380
For the
year ended
31 December
2022
US$
18,093,097
–
18,093,097
For the
year ended
31 December
2021
US$
17,128,996
–
17,128,996
1,224,360
237,550
1,019
82,756
1,545,684
861,430
(444,864)
64,355
480,922
1,879,158
354,250
(897,817)
(111,231)
1,224,360
324,519
578,409
(41,498)
861,430
(1) the unrecognised deferred tax asset in respect of UK tax losses has been calculated by reference to the enacted rate of UK
corporation tax from 1 April 2023 of 25%.
The deferred tax asset has been recognised in the financial statements only to the extent that the Group has reasonable certainty
as to the level and timing of future profits that might be generated and against which this asset may be recovered.
108
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Employee information
6
The average number of persons, including Executive Directors, employed by the Group during the year was:
Management and corporate administration
Exploration
Mine operations and maintenance
Mine management and administration
Plant and processing
Total
Staff costs
Wages and salaries
Cost of incentive scheme shares
Social security costs
Termination costs
Pension contributions
Total
Group
Company
For the
year ended
31 December
2022
Number
24
22
483
35
82
646
For the
year ended
31 December
2021
Number
25
26
492
36
81
660
For the
year ended
31 December
2022
Number
5
–
9
1
–
15
For the
year ended
31 December
2021
Number
5
–
9
1
–
15
For the year
ended
31 December
2022
US$
For the year
ended
31 December
2021
US$
For the year
ended
31 December
2022
US$
For the year
ended
31 December
2021
US$
14,283,360
249,210
3,321,560
558,194
20,996
18,433,319
12,681,207
270,631
3,594,397
468,934
23,357
17,038,526
4,162,827
249,210
119,950
–
20,996
4,552,983
2,516,660
270,631
147,141
–
23,357
2,957,788
No company within the Group operates a pension plan for the Directors or the employees. For those Executive Directors and UK
based employees who have an entitlement to pension provision, the premiums are paid directly to the personal pension plans
selected by or agreed with the individuals. The Company’s obligation is limited to making fixed payments to these individual
plans.
Serabi Mineração SA, Chapleau Exploração Mineral Ltda and Gold Aura do Brasil Mineração Ltda all contribute via social security
payments to the state pension scheme which operates in Brazil and to which all their respective employees are entitled.
Directors’ remuneration
The compensation of the Directors is:
Salary and other benefits
Post-employment benefits
Total
For the
year ended
31 December
2022
US$
684,238
9,752
693,991
For the
year ended
31 December
2021
US$
783,362
11,004
794,366
The remuneration of the highest paid Director during the year was US$318,426 (2021: US$357,421). This includes cash
contributions made by the Company to his money purchase pension scheme of US$9,752 (2021: US$11,004).
During the year ended 31 December 2022, two of the Directors (2021: two) were contractually entitled to accrue retirement benefits
under money purchase schemes.
109
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
During the years ended 31 December 2022 and 31 December 2021, none of the serving Directors exercised any share options.
Details of share options held by the Directors at 31 December 2022 and other equity related interests are set out in the
Remuneration Report on pages 57 to 70.
7
Earnings per share
(Loss) / profit attributable to ordinary shareholders (US$)
Weighted average ordinary shares in issue
Basic profit per share (US cents)
Diluted ordinary shares in issue (1)
Diluted profit per share (US cents)
For the year
ended
31 December
2022
(983,047)
75,734,551
(1.30)
81,488,078
(1.30)(2)
For the year
ended
31 December
2021
9,949,964
71,829,223
13.85
76,999,420
12.92
(1) Based on 1,750,000 options vested and exercisable and 4,003,527 unexercised warrants as at 31 December 2022 (31 December 2021:
1,166,670 options and 4,003,527 unexercised warrants)
(2) As the effect of dilution is to reduce the loss per share, the diluted loss per share is considered to be the same as the basic loss per share
8
Intangible assets
Deferred exploration costs
Cost
Opening balance
Exploration and evaluation expenditure
Pre-operational project costs
Reclassified as tangible assets
Foreign exchange movements
Total as at end of period
Group
31 December
2022
US$
31 December
2021
US$
34,857,905
855,607
2,328,113
(20,287,902)
867,457
18,621,180
27,778,354
4,102,530
4,884,596
–
(1,907,575)
34,857,905
The value of these assets is dependent on the development of mineral deposits.
Past exploration and evaluation expenditures for a project are transferred to mining property and projects in construction at the
commencement of the mine and process plant construction activities for that project.
110
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
9
Tangible assets
Property, plant and equipment – Group
2022
Cost
Balance at 31 December 2021
Additions
Reallocations from projects in construction
Reclassified from deferred exploration costs
Disposals
Foreign exchange movements
At 31 December 2022
Depreciation
Balance at 31 December 2021
Charge for period
Released on asset disposals
Foreign exchange movements
At 31 December 2022
Net book value at 31 December 2022
Land and
buildings
– at cost
US$
2,041,452
88,785
321,572
–
–
137,858
2,589,667
(957,364)
(222,005)
–
(107,873)
(1,287,242)
1,302,425
Mining
property
– at cost
US$
Projects in
construction
– at cost
US$
39,897,573
3,629,505
3,128,001
20,287,902
(2,833,444)
2,005,451
66,114,988
(28,970,616)
(4,339,961)
981,804
(2,077,703)
(34,406,476)
31,708,512
12,919,502
1,840,007
(4,605,572)
–
–
952,626
11,106,563
–
–
–
–
–
11,106,563
Plant and
equipment
– at cost
US$
14,581,075
2,518,796
1,155,999
–
(593,917)
437,947
18,099,900
(11,936,287)
(1,530,433)
425,247
(693,408)
(13,734,881)
4,365,019
Total
US$
69,439,602
8,077,093
–
20,287,902
(3,427,361)
3,533,882
97,911,118
(41,864,267)
(6,092,399)
1,407,051
(2,878,984)
(49,428,599)
48,482,519
No costs of borrowing have been capitalised during the period (2021: nil).
The reclassification of costs from projects in construction relates to the carrying costs of the Coringa project recognising that trial
mining operations have commenced and some initial gold production being generated.
A public civil lawsuit was filed in September 2017 by the Federal Prosecutor’s Office (“MPF”) against Chapleau Exploração
Mineral Ltda (“Chapleau”), the National Mining Agency (the “ANM”) and the State environmental agency (“SEMAS”) regarding
confirmation that the needs of the indigenous populations have been properly considered . A court decision rendered in December
2021 and cuphald in August 2022 following appeals from the Company, the ANM and SEMAS, has required that no new licences
should be issued until such time as an appropriate consultation process has been held with the neighbouring indigenous
communities or where the licencing agency is satisfied ,notwithstanding the completion of any further studies, that the activities
authorised under that licence have no impact on any neighbouring indigenous populations. The Group commissioned an
indigenous study in January 2022 which was completed in April 2023. The Group remains optimistic for the award of the
Installation Licence which is required before construction of a full gold processing plant and the rest of the site infrastructure at
Coringa can be started. Ongoing dialogue with the relevant agencies involved with issuing this licence, continues to be very
positive and has not highlighted any concerns with the project design itself. The agencies continue to follow the steps and
processes set down by the law to help expedite the issue of the licence.
2021
Cost
Balance at 31 December 2020
Additions
Disposals
Changes in estimates on rehabilitation provision
Foreign exchange movements
At 31 December 2021
Land and
buildings
– at cost
US$
2,148,533
42,096
–
–
(149,177)
2,041,452
Mining
property
– at cost
US$
Projects in
construction
– at cost
US$
38,187,449
5,400,933
–
–
(3,690,809)
39,897,573
8,962,712
2,479,619
–
1,695,416
(218,245)
12,919,502
Plant and
equipment
– at cost
US$
15,869,405
1,611,199
(1,802,512)
–
(1,097,018)
14,581,075
Total
US$
65,168,100
9,533,847
(1,802,512)
1,695,416
(5,155,249)
69,439,602
111
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Depreciation
Balance at 31 December 2020
Charge for period
Released on asset disposals
Foreign exchange movements
At 31 December 2021
Net book value at 31 December 2021
(956,114)
(113,832)
–
112,582
(957,364)
1,084,088
(26,307,071)
(4,528,932)
–
1,865,387
(28,970,616)
10,926,957
–
–
–
–
–
12,919,502
(11,669,364)
(1,595,256)
608,628
719,705
(11,936,287)
2,644,788
(38,932,549)
(6,238,020)
608,628
2,697,674
(41,864,267)
27,575,335
In determining the recoverability of the carrying value of these assets, the Group prepares estimates of future cash flows based
on management’s best estimates of future production rates, costs and capital expenditure. Production estimates are based on
utilisation of current estimates of mineral resources at each ore deposit operated by the Group.
Management used a base price of US$1,750 per ounce for the duration of its cash flow projection and a fixed exchange rate of
BrR$5:00 to US$1:00. The projection was for the period to 31 December 2031.
Management considered a range of discount rates and was satisfied that even at a 15% discount rate which is significantly above
the current WACC of the Group, there was no indicator of impairments.
Management has assumed inter-alia that:
current production rates from the Palito ore body will be maintained.
ore production from Coringa will increase as the Serra orebody continues to be developed with an ore sorter and crushing
plant being installed and operational during Q4 2023.
As anticipated in the 2019 PEA, a second ore body at Coringa will need to be developed, which will be operational during
2027 to supplement and in time to replace the Serra ore body Production levels broadly consistent with the projections
set out in the 2019 PEA are achieved from 2027 onwards.
During 2025, the Group will expand the current Palito process plant to expand capacity using a ball mill that was
acquired with the Coringa project. This will increase mill capacity by approximately 33% or 60,000 tpy.
This expansion will allow production from Sao Chico to be restarted in 2026 with estimated production of 45,000 tonnes
per annum.
10
Right of use assets
Cost
Opening balance
Additions
Foreign exchange movements
Total as at end of period
Depreciation
Opening balance
Charge for period
Foreign exchange movements
Total as at end of period
Net book value at end of period
Plant and equipment
31 December
2022
US$
31 December
2021
US$
3,968,038
2,985,889
246,065
7,199,992
(1,367,407)
(367,126)
(91,417)
(1,825,950)
5,374,042
3,733,675
508,018
(273,655)
3,968,038
(1,159,937)
(297,103)
89,633
(1,367,407)
2,600,631
During the year ended 31 December 2022, the Group acquired assets under right of use assets totalling US$2,985,889 (2021:
US$508,018). The net book value of right of use assets at 31 December 2022 was US$5,374,042 (2021: US$2,600,631). Depreciation
charged on right of use assets for the period was US$367,126 (2021: US$297,103).
112
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
The Group only leases underground mining equipment. As at 31 December 2022, the future minimum lease payments due in
respect of outstanding lease contracts for mining equipment are US$1,946,811 (2021: US$735,010). The net present value of these
lease contracts is US$1,781,332 (2021: US$682,348).
Current lease liabilities
Plant and equipment
Non-current lease liabilities
Plant and equipment
Total lease liabilities
31 December 2022
US$
31 December 2021
US$
1,109,518
1,109,518
837,293
837,293
1,946,811
290,060
290,060
444,950
444,950
735,010
113
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
11
Investments held as fixed assets
The Group consists of the following subsidiary undertakings:
Name
Incorporated
Registered office address
Serabi Mineração SA
Brazil Rodovia Transgarimpeira, km
Kenai Resources Ltd
British Columbia,
Canada
22,
Bairro Jardim do Ouro –
Itaituba/PA CEP 68181-000
Brazil
Royal Centre, P.O Box 11125,
Suite 1750-1055
W Georgia Street,
Vancouver, Canada
Gold Aura do Brasil
Mineração Ltda
Brazil Rodovia Transgarimpeira, KM
54
Comunidade São Chico –
Itaituba/PA CEP 68181-000
Brazil
Serabi Mining Ltd
British Virgin
Islands
Craigmuir Chambers,
Road Town, Tortola,
British Virgin Islands
Chapleau Resources Ltd
British Colombia,
Canada
Royal Centre, P.O Box 11125,
Suite 1750-1055
W Georgia Street,
Vancouver, Canada
Chapleau Resources
(USA) Inc
Chapleau Exploração
Mineral Ltda
Alaska,
USA
1029 West 3rd Avenue
Suite 400
Anchorage,
Alaska USA
Brazil Avenida Jornalista Ricardo
Marinho no 360, loja 113
Barra da Tijuca
Rio de Janeiro
RJ Brazil CEP 22.361-350
Serabi Gold Nominee
Limited
England 66 Lincoln’s Inn Fields
London WC2A 3LH
England
114
Activity
%
holding
Gold mining and
exploration
100%(1)
Investment
100%
Gold mining and
exploration
99.9%(1)
Investment
100%
Investment
100%
Gold exploration
100%(1)
Gold mining and
exploration
100%(1)
Dormant
100%
(1) indirectly held.
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Cost at start of period
Investment in subsidiary during period
Cost at end of period
Impairment provision at start of period
Reallocation of impairment provision in period
Impairment provision at end of period
Net book value at end of period
Company
31 December
2022
US$
112,408,765
327,119
112,735,884
(9,784,922)
(9,784,922)
102,950,962
31 December
2021
US$
111,617,713
791,052
112,408,765
(9,784,922)
-
(9,784,922)
102,623,843
The value of these investments is dependent on the development of the Group’s mineral deposits in Brazil. The Company
established an initial impairment provision against the carrying value of its investments in subsidiary entities in 2008. Subsequent
to that date the Company has made further acquisitions and invested new capital into certain of its subsidiaries. At the end of
2022 the Company has made an assessment as to whether any indicators exist that could give rise to a potential impairment of or
restriction on the future recoverability of the value of the investments that it holds in subsidiary entities and in particular the
investments made since 2008. The Board has determined that based on its assessment, it is not aware of any indicators of further
impairment.
In determining the recoverability of the carrying value of these assets, management has considered the cash flow projections set
out in Note 9 above and the value attributed to exploration assets that are not currently considered in the Group’s current life of
mine operating plans. Following this analysis management considers that there has been no indicator of impairments.
12
Inventories
Consumables
Stockpile of mined ore
Other material in process
Finished goods awaiting sale
13
Trade and other receivables
Current
Trade receivables
Other receivables
Trade and other receivables
Non-current
Taxes receivable
Amounts owed by subsidiaries
Gross receivable
Group
31 December
31 December
2022
US$
4,015,338
812,794
2,703,297
1,174,922
8,706,351
2021
US$
3,692,452
266,214
1,094,405
1,920,136
6,973,207
Group
Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
US$
2,261,376
46,082
2,307,458
2,071,216
–
2,071,216
5,233,975
10,866
5,244,841
–
18,177,758
18,177,758
2,261,376
12,738
2,274,114
–
18,176,606
18,176,606
5,233,976
57,948
5,291,924
4,974,687
4,974,687
115
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Impairment provision
Net value of non-current other
receivables
(1,528,655)
(1,466,091)
(8,391,722)
(8,391,722)
3,446,032
605,125
9,786,036
9,784,884
The trade receivables owed to the Group at the balance sheet date are recoverable from parties with which the Group has had
long standing relationships and at the balance sheet date none of the amounts owed to the Group were overdue. The Group has
not made any provision for any expected credit losses in respect of these trade receivables.
The Group, in common with all businesses in Brazil, is subject to a number of State and Federal taxes on goods that it purchases.
As an exporter of goods, it is exempt from any sales taxes on its products. As a result, it is due tax rebates by both Federal and
State tax bodies. In general, the Company is able to utilise its tax debts by way of offset against other taxes that it owes. The
Group has however determined, based on the actions of the State tax authorities and the expected future operational expenditures
over the next 12 months, that certain State taxes that it is able to recover and is owed at 31 December 2022, are not expected to be
recovered through such an offset arrangement during the next 12 months and has therefore categorised the balance owed in
respect of these State taxes as being due in more than 12 months. The Group has received legal advice confirming that these taxes
owed to the Group by the State of Para are fully recoverable.
At 31 December 2022, Serabi Gold plc has two loans outstanding to subsidiaries that are not fully impaired.
These loans are owed by Chapleau Exploração Mineral Ltda. (“CEML”) and Kenai Resources (“Kenai”). Both advances were
made on an interest free loan basis and at the time of the initial and each subsequent advance the Company has determined that
there was no significant credit risk attaching to each of the loan advances being made.
In determining the credit risk attached to the CEML loan, management has considered different scenarios through which the loan
will be recovered.
a) Scenario 1 – the loan is repaid within the next five years from the successful start up of the Coringa project.
b) Scenario 2 – the loan is repaid in less than 12 months from the sale of equipment and machinery.
The loan to Kenai is for a total amount of US$6,515. The credit risk is considered to be immaterial.
14
Prepayments and prepaid taxes
Recoverable State and Federal taxes
Supplier down payments
Other prepayments and employee advances
Prepayments
15
Cash and cash equivalents
Cash and cash equivalents
Group
31 December
2022
US$
486,889
216,941
868,319
1,572,149
Company
31 December
2021
US$
1,180,388
827,195
309,086
2,316,669
31 December
2022
US$
–
–
163,737
163,737
31 December
2021
US$
–
–
146,922
146,922
Group
Company
31 December
2022
US$
7,196,313
31 December
2021
US$
12,217,751
31 December
2022
US$
4,156,908
31 December
2021
US$
8,586,734
Funds are primarily held with HSBC Bank plc, Investec Bank plc, BMO in Canada and Bradesco Bank, ITAU SA, and Santander
Bank in Brazil. All of the banking institutions have a AAA credit rating.
116
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
16
Trade and other payables
Current
Trade payables
Other payables
Employee benefits
Other taxes and social security
Amounts due to subsidiaries
Due in less than one year
Non-current
(Between one and five years)
Long term tax payable
Other taxes and social security
Due in more than one year
Group
Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
US$
2,701,805
1,106,393
561,702
1,460,972
–
5,830,872
3,321,255
479,631
3,800,886
3,196,978
951,893
600,195
875,445
–
5,624,511
–
427,663
427,663
308,899
–
38,318
30,425,854
30,773,071
525,191
–
45,596
–
29,265,880
29,836,667
–
–
–
–
–
–
17
Non-current provisions
Environmental rehabilitation provision
Opening balance
Provided for in year
as a result of additions on initial recognition
as a result of changes in estimates
as a result of variations in discount
as a result of exchange variations
Total provided for in year
Total non-current provisions
Group
Company
31 December
2022
US$
2,581,431
31 December
2021
US$
1,467,032
31 December
2022
US$
–
31 December
2021
US$
–
–
(792,737)
(407,485)
(191,034)
(1,391,256)
1,190,175
390,043
1,305,373
(417,399)
(163,618)
1,114,399
2,581,431
–
–
–
–
–
–
–
–
–
–
–
–
The environmental rehabilitation provision has been established to cover any asset decommissioning and rehabilitation
obligations for the Palito, São Chico and Coringa Mines. Such obligations include the dismantling of infrastructure, removal of
residual materials and remediation of disturbed areas. The provision does not allow for any additional obligations expected from
future developments. The timing and scope of the rehabilitation is uncertain and is dependent on mine life and quantities
extracted from the mine.
Cost estimates are formally reviewed at regular intervals and the provisions are adjusted accordingly.
In calculating the rehabilitation provision, management consider the anticipated date of closure based on the latest available
estimations of mineral resources. In addition, the future costs involved in dismantling, earthmoving, on-going monitoring, site
clearance and revegetation are based on quotations or management’s best estimates, based on historic costs or estimates.
Costs have inflated using an inflation rate of 6 per cent being the current costs inflation in Brazil and discounted to provide a fair
value using a discount rate of 12.29 per cent being the Brazilian Government Bond Rate at the time of calculation.
117
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
18
Interest-bearing liabilities
Current
Short term loan
Obligations under right of use leases
Due in less than one year
Non-current
(Between one and five years)
Obligations under right of use leases
Due in more than one year
Group
Company
31 December
2022
US$
31 December
2021
US$
31 December 31 December
2021
US$
2022
US$
5,001,608
1,109,518
6,111,126
–
290,060
290,060
837,293
837,293
444,950
444,950
–
–
–
–
–
–
–
–
–
–
Each right of use lease is secured against the underlying assets that are the subject of that lease.
Short term loan
Group
Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
–
4,917,775
211,793
(127,960)
5,001,608
–
–
–
–
–
–
–
–
–
–
31
December
2021
US$
–
–
–
–
–
Short term loan
Balance of short term loan at the start of the period
Drawdown of short term loan
Accrued Interest
Impact of exchange rate
Value of short term loan at the end of the period
Reconciliation of net cash flow to movement in net funds
Net (decrease)/increase in cash and cash
equivalents
Change in net funds resulting from cash flows
Translation movements
Movement in net funds in the period
Opening net funds
Movement in interest bearing loans and
borrowings
Drawdown of loan
Loan repayment
Loan and interest repayments
Movement in lease liabilities
Non cash movement
Cash movement
Closing Net Funds
Group
Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
US$
(5,116,406)
5,820,810
(4,294,581)
4,892,958
5,820,810
(206,679)
5,614,131
(2,473,613)
(4,294,581)
(135,245)
(4,429,826)
8,586,734
4,892,958
(120,181)
4,710,942
(4,710,942)
–
7,500,000
1,024,899
173,160
(355,836)
11,482,741
–
–
–
–
–
4,156,908
–
7,500,000
1,024,899
–
–
8,586,734
(5,116,406)
94,968
(5,021,438)
11,482,741
(5,001,608)
–
–
(184,650)
(1,027,151)
247,894
118
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Analysis of net funds:
Cash and cash equivalents
Interest-bearing liabilities - Current
Interest-bearing liabilities – Long term
Closing net (debt)/funds
19
Derivatives
Group
Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
US$
7,196,313
(6,111,126)
(837,293)
247,894
12,217,751
(290,060)
(444,950)
11,482,741
4,156,908
–
–
4,156,908
8,586,734
–
–
8,586,734
Group
Company
31 December
2022
31 December
2021
31 December
2022
31 December
2021
Derivative liability related to warrants in issue
US$
US$
US$
US$
Fair value at start of period
Subscription receipts at date of issue
Fair value adjustment on initial recognition
Initial fair value of financial liability
Decrease in fair value at end of period
Fair value at end of period
165,495
–
–
165,495
(165,495)
–
–
333,936
337,087
671,023
(505,528)
165,495
165,495
–
–
165,495
(165,495)
–
–
333,936
337,087
671,023
(505,528)
165,495
Fair value is determined using a Black-Scholes model and by reference to quoted mid-market prices at each balance sheet date for
the ordinary shares. The fair value of the derivative has been measured using level 1 and level 2 inputs.
The conversion rights embedded in the warrant notes represent a derivative as the Group’s functional currency is United States
Dollars but the conversion price is denominated in Pounds Sterling. Therefore, the amount to be released in US Dollars on
conversion is variable dependent upon the exchange rate between the US Dollar and GB Pound.
20
Analysis of changes in liabilities arising from financial activities
At 1 January 2022
Cash flows
Non-cash flows
- New lease arrangements
-
-
At 31 December 2022
Transfers
Exchange rate movements
Convertible
loan
–
–
–
–
–
–
–
Current
obligations
under right of
use assets
290,060
(1,691,259)
–
1,940,476
564,283
5,958
1,109,518
Non-current
obligations
under right of
use assets
444,950
–
–
925,683
(564,283)
30,943
837,293
Total
735,010
(1,691,259)
2,866,159
–
36,901
1,946,811
During 2022, the Group incurred no interest expense on the convertible loan (2021: US$47,512).
119
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
21
Share capital
Each of the ordinary shares carries equal rights and entitles the holder to voting and dividend rights and rights to participate in
the profits of the Company and in the event of a return of capital equal rights to participate in any sum being returned to the
holders of the ordinary shares. There is no restriction, imposed by the Company, on the ability of the holder of any ordinary share
to transfer the ownership or any of the benefits of ownership to any other party.
Allotted, called up and fully paid
Ordinary shares in issue at start of period
Shares issued in period
Ordinary shares in issue at end of period
Warrants
2022
Number
$
Number
$
2021
75,734,551
–
75,734,551
11,213,618
–
11,213,618
59,084,551
16,650,000
75,734,551
8,905,116
2,308.502
11,213,618
As at 31 December 2022, there were 4,003,527 warrants in issue. Each warrant entitles the holder to acquire one new ordinary
share at an exercise price of 93.75 pence per shares, The exercise period for the warrants expires on 23 May 2023.
Options to subscribe for ordinary shares
In 2011 the Company established a share option scheme (the “Serabi 2011 Share Option Plan”) the terms of which were re-
approved by shareholders at the Annual General Meeting of the Company held on 15 June 2017. With the exception of
replacement options issued by the Company pursuant to the acquisition of Kenai Resources Ltd in July 2013, all of which have
now expired, all options granted by the Company since that time have been issued under the Serabi 2011 Share Option Plan.
Certain options granted pursuant to other plans operated by the Company prior to the establishment of the Serabi 2011 Share
Option Plan remain in issue as at 31 December 2022.
Details of the number of share options and the weighted average exercise price (“WAEP”) outstanding under the Serabi 2011
Share Option Plan are as follows:
Outstanding at the beginning of the period
Expired during the period
Outstanding at the end of the period
Exercisable at end of the period
31 December
2022
Number
1,750,000
–
1,750,000
1,750,000
31 December
2022
WAEP UK£
0.85
–
0.85
0.85
31 December
2021
Number
3,711,750
(1,961,750)
1,750,000
1,166,670
31 December
2021
WAEP UK£
0.974
1.085
0.85
0.85
Options granted have no market performance criteria and have been valued using the Black-Scholes model. The fair value of
options is charged to the profit and loss account or capitalised as an intangible asset as appropriate over the vesting period. The
assumptions inherent in the use of these models are as follows:
Grant
date
27/05/20
Vesting
period
(years)
2
First
vesting
date
27/05/20
Expected
life
(years)
3
Risk
free
rate
0.75% UK£0.85
Exercise
price
Volatility
of share
price
50%
Fair
value
UK£0.239
Options
vested
1,750,000
Options
granted
1,750,000
Expiry
26/05/23
During the year a charge of US$81,805 (2021: US$270,631) has been recorded in the financial statements in respect of these options.
Conditional Share Awards
On 16 June 2020, shareholders approved the adoption of the Serabi 2020 Restricted Share Plan (the “2020 Plan”) which was
subsequently adopted by the Board on 10 November 2020. Details of the 2020 Plan were set out in the Notice of Annual General
Meeting dated 15 May 2020, which is available from the Company’s website. The 2020 Plan as a Long-term Incentive Plan (“LTIP”)
120
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
replaces the Serabi 2011 Share Option Plan. No further awards are being made by the Company under the Serabi 2011 Share
Option Plan.
On 7 December 2021 the Board of Directors agreed to award in aggregate 864,500 Conditional Share Awards to employees
(including directors) of the Company. The awards were part of the Company's normal annual compensation review. While the
intention of the Board is that awards under the 2020 Plan should be made annually, as a result of the exceptional circumstances
in 2020, no awards under the 2020 Plan were made during 2020 following its approval by shareholders. The Board is therefore
combining in the award made on 7 December 2021, the annual awards for 2020 and the annual awards for 2021.
The awards are subject to a three-year performance period during which time certain performance criteria stipulated by the Board
must be attained. Vesting only occurs at the end of the performance period. The performance criteria and minimum thresholds to
be achieved can be summarised as follows:
40% of the award is subject to Total Shareholder Return, (where TSR must be 1.2 times or more the BMO Junior
Gold Index)
30% of the award is subject to Return on Capital Employed (where ROCE premium over Weighted Average
Cost of Capital must be 1.2 times or more), and
30% of the award is subject to Return on Sales (where ROS must exceed average annual budget by 10 per cent
or more)
The number of Conditional Shares awarded was calculated by reference to the 20 day VWAP average of the Company's shares
on the date of grant. The underlying shares to be issued pursuant to each of the Conditional Share Awards will only be issued at
the time of vesting and only in such amount (if any) as is required based on the achievement of the performance criteria.
During the year a charge of US$167,405 (2021: US$Nil) has been recorded in the financial statements in respect of these conditional
share awards.
22
Capital management
The Group has historically sourced equity capital through share issues on the London Stock Exchange and the Toronto Stock
Exchange and the Board has managed the capital structure of the Group and aligned this with the risk profiles of its underlying
assets.
The Group’s objectives, when managing its capital are to maintain financial flexibility to achieve its development plans, safeguard
its ability to continue to operate as a going concern through management of its costs whilst optimising its access to capital markets
by endeavouring to deliver increases in value of the Group for the benefit of shareholders. In establishing its capital requirements,
the Group will take account of the risks inherent in its plans and proposed activities and prevailing market conditions.
The Group anticipates that it will seek to raise further finance within the next 12 month period to fund the longer term continued
development of Coringa including a gold processing facility, and repay the Group’s debt, which comprises a 12 month, US$5
million bank loan maturing in May 2023, and a further 12 month, US$5 million bank loan maturing in February 2024. This funding
may be generated from a variety of sources which could include a combination of bank debt, royalty, streaming of gold and
copper revenues, new equity capital and cash flow from the current operations. The Group has been successful in raising funding
as and when required in the past and the Directors consider that the Group continues to have strong support from its major
shareholders who been supportive of and provided additional funding when required on previous occasions. The Group will
judge the optimum timing for securing any future funding but will try and take advantage of periodic upturns in market sentiment
to obtain the optimum conditions available at the time.
The Company’s shares are listed on both AIM and the TSX which management considers increases the potential of the Group to
raise finance through further issues of shares in the future.
121
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
23
Commitments and contingencies
Capital commitments
The Group holds certain exploration prospects which require the Group to make certain payments under rental or purchase
arrangements allowing the Group to retain the right to access and undertake exploration on these properties. Failure to meet these
obligations could result in forfeiture of any affected prospects.
Management estimates that the cost over the next 12 months of fulfilling the current contracted commitments on these exploration
properties in which the Group has an interest is US$0.02 million (2021: US$0.04 million).
Capital Purchases
At 31 December 2022 the Group had not placed orders for or made initial down payments for mining machinery to be acquired
under supplier finance arrangements. The Group has placed an order for an ore-sorter for use at its Coringa operation. It has
paid a reservation fee of Euros 20,000 as an advance against the total purchase price of Euros 672,000. In the event that the Group
does not proceed with the acquisition the reservation fee is not refundable
Lease commitments
The Group has elected not to recognise right of use assets and lease liabilities for leases of low-value assets and short-term leases.
The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
The Group has commitments under non-cancellable leases in respect of office premises and equipment as follows:
Commitments falling due:
Within one year
Between one year and five years
Total
Contingencies
Group
Company
31 December
2022
US$
31 December
2021
US$
31 December
2022
US$
31 December
2021
US$
–
–
–
63,202
1,634
64,836
–
–
–
–
–
–
Employment legislation in Brazil allows former employees to bring claims against an employer at any time for a period of two
years from the date of cessation of employment and regardless of whether the employee left the company voluntarily or had their
contract terminated by the company. The Group considers that it operates in compliance with the law at all times but is aware
that historically claims have been made against all companies in Brazil on a regular basis. Whilst not accepting legal liability the
Group makes provision or accrues for all known claims although further claims may arise at any time.
The Company has taken legal action against a former employee for the recovery of funds that the Company considers had been
misappropriated during the period January 2015 to March 2021. The former employee has submitted his defence to the claims
made by the Company and submitted counterclaim against the Company for wrongful dismissal for a value of approximately
BRL11.0 million (approximately US$2.2 million). The Company’s lawyers consider that the prospect of the counterclaim being
granted against the Company as being very remote.
24
Related party transactions
Transactions with intergroup entities
During the period the Company made one loan to a subsidiary of US$1,151 (2021: US$1,566). There were no loans converted into
new shares issued by subsidiaries during 2022 (2021: US$Nil). The balance of these loans at 31 December 2022 was US$9.79 million
(2021: US$9.78 million).
The Company has loans receivable from subsidiaries totalling US$18,177,758 (2021: US$18,176,606) before any provision for the
impairment of these loans (see note 13).
122
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
The Company has purchased, during the year from its subsidiary SMSA, 1,340 tonnes of copper/gold concentrate for a
consideration of US$25,058,005 (2021: 1,340 tonnes; US$22,776,700). At the end of the period the Company owed US$30,425,854
to its subsidiary SMSA (2021: US$29,265,880).
Key management remuneration
Key management comprises the Executive Directors, Non-executive Directors, the former COO and the former Country Manager
only. Their compensation is:
Short-term employee benefits
Post-employment benefits
Share-based payments
Total
For the
year ended
31 December
2022
US$
832,126
9,752
60,695
902,573
For the
year ended
31 December
2021
US$
1,046,297
11,004
193,889
1,251,191
Further details regarding the remuneration of the Executive Directors and the Non-executive Directors is set out in the
Remuneration Report and in note 6.
25
Financial risk management
The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies
and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of
these risks is presented throughout these financial statements.
There have been no substantive changes in the Group's exposure to financial instrument risk nor its objectives, policies and
processes for managing those risks or the method used to measure them from the previous period unless otherwise stated in this
note.
Principal financial instruments
The principal financial instruments used by the Group up during the year to 31 December 2022 from which financial instrument
risk arose or may arise in the future are as follows:
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Convertible loan notes
Loans and borrowings
Leases and asset loans
Derivative
123
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
The principal financial instruments by category are as follows:
Group financial assets
Fair value through profit or
loss
Amortised cost
2022
US$
–
5,291,924
5,291,924
2021
US$
2022
US$
2021
US$
–
7,196,313
12,217,751
2,307,458
2,307,458
7,196,313
12,217,751
–
Fair value through profit or
loss
Amortised cost
2022
US$
–
–
–
2021
US$
–
–
165,495
165,495
2022
US$
6,310,503
6,948,419
–
13,258,922
2021
US$
6,052,174
735,010
–
6,787,184
Fair value through profit or
loss
Amortised cost
2022
US$
5,244,841
5,244,841
2021
US$
–
2,274,114
2,274,114
2022
US$
4,156,908
–
4,156,908
2021
US$
8,586,734
–
8,586,734
Fair value through profit or
loss
2022
US$
2021
US$
–
–
–
–
Amortised cost
2022
US$
30,773,071
30,773,071
2021
US$
29,836,667
29,836,667
Cash and cash equivalents
Trade and other receivables
Total financial assets
Group financial liabilities
Trade and other payables
Other loans and borrowings
Derivatives
Total financial liabilities
Company financial assets
Cash and cash equivalents
Trade and other receivables
Total financial assets
Company financial liabilities
Trade and other payables
Total financial liabilities
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the Group's finance function.
The Board receives regular information from the Group's management through which it reviews the effectiveness of the processes
put in place and the appropriateness of the objectives and policies it sets. The overall objective of the Board is to set policies that
seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility.
124
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
The Group is exposed to commodity price volatility, interest rate risks, credit risks, liquidity risks and currency risks arising from
the financial instruments it holds.
The main financial risks arising from the Group’s activities remain unchanged from the previous financial year, namely,
commodity prices, currency, liquidity, credit and interest rates. The Board reviews and agrees policies for managing each of these
risks and these are summarised below:
Commodity price risk
By the nature of its activities the Group and the Company are exposed to fluctuations in commodity prices and, in particular, the
price of gold and copper as these could affect its ability to raise further finance in the future, its future revenue levels and the
viability of its projects. The Group has not, to date, entered into any long-term arrangements designed to protect itself from
changes in the prices of these commodities. The Group does, however, closely monitor the prices of these commodities and the
Board does regularly review the Group’s strategy towards hedging and the nature and cost of the hedging products available to
the Company.
Trade receivables are subject to future variation in commodity prices and accordingly the results for the period and the equity
position of the Group may be affected by any change in commodity prices subsequent to the end of the period. Any subsequent
adjustment is recognised at FVTPL.
Whilst not representing a financial instrument all inventory as at 31 December 2022 which is unsold, is subject to future variation
in commodity prices and accordingly the results for the period and the equity position of the Group may be affected by any
change in commodity prices subsequent to the end of the period.
Interest rate risk
The Group and the Company have taken out fixed rate finance leases for the acquisition of some equipment and have previously
utilised floating rate short-term trade finance in respect of sales of copper/gold concentrate production.
On 17 May 2022, the Group completed a US$5.1 million unsecured loan arrangement with a Brazilian bank. The loan is repayable
as a bullet payment on 12 May 2023 and carries a fixed interest coupon of 6.6 per cent. On 28 February 2023, the Group completed
a further US$5.0 million unsecured loan arrangement with a different Brazilian bank which carries a fixed interest coupon of 7.96
per cent. This loan is repayable on 22 February 2024.
As a result, neither the Group nor the Company had any material exposure to market rate movements.
125
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Group
Weighted
average
effective
interest
rate
%
–
–
–
–
6.66%
–
Weighted
average
effective
interest
rate
%
–
–
–
–
–
–
–
Weighted
average
effective
interest
rate
%
Non-interest-
bearing
US$
–
5,291,924
5,291,924
6,772,360
–
–
Fixed interest maturity
One year or
less
US$
Over one to
five years
US$
–
–
–
–
–
–
Floating
US$
7,196,313
–
7,196,313
–
–
–
–
6,111,126
6,111,126
–
837,293
837,293
Total
US$
7,196,313
5,291,924
12,488,237
6,772,360
6,948,419
13,720,779
Non-interest-
bearing
US$
–
2,307,458
2,307,458
6,449,574
165,495
–
6,615,069
Floating
US$
12,217,751
–
12,217,751
–
–
–
–
Fixed interest maturity
One year or
less
US$
Over one to
five years
US$
Total
US$
–
–
–
–
–
290,060
290,060
–
–
–
12,217,751
2,307,458
14,525,209
–
–
444,950
444,950
6,449,574
165,495
735,010
7,350,079
Non-interest-
bearing
US$
–
15,194,615
15,194,615
31,004,349
–
31,004,349
Floating
US$
4,156,908
–
4,156,908
–
–
–
Fixed interest maturity
One year or
less
US$
Over one to
five years
US$
–
–
–
–
–
–
–
–
–
–
–
–
Total
US$
4,156,908
15,039,806
19,196,714
31,004,349
–
31,004,349
2022
Financial assets
Cash
Receivables
Total
Financial liabilities
Payables
Interest-bearing liabilities
Total
2021
Financial assets
Cash
Receivables
Total
Financial liabilities
Payables
Derivatives
Interest-bearing liabilities
Total
Company
2022
Financial assets
Cash
Receivables
Total
Financial liabilities
Payables
Derivatives
Total
126
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Weighted
average
effective
interest
rate
%
Non-interest-
bearing
US$
–
–
–
–
–
–
–
12,205,920
12,205,920
30,074,073
165,495
30,239,568
Fixed interest maturity
One year or
less
US$
Over one to
five years
US$
–
–
–
–
–
–
–
–
–
–
–
–
Floating
US$
8,586,734
–
8,586,734
–
–
–
Total
US$
8,586,734
12,205,920
20,792,654
30,074,073
165,495
30,239,568
2021
Financial assets
Cash
Receivables
Total
Financial liabilities
Payables
Derivatives
Total
Liquidity risk
Historically the Group has relied primarily on funding raised from the issue of new shares to shareholders but has also received
short-term loans from its shareholders and other recognised lenders and during 2020 issued convertible loan notes to one of its
shareholders. It also uses floating rate short-term trade finance and fixed rate finance leases to finance its activities.
On 17 May 2022, the Group completed a US$5.1 million unsecured loan arrangement with a Brazilian bank. The loan is repayable
as a bullet payment on 12 May 2023 and carries an interest coupon of 6.6 per cent. On 28 February 2023, the Group completed a
further US$5.0 million unsecured loan arrangement with a different Brazilian bank which carries a fixed interest coupon of 7.96
per cent. This loan is repayable on 27 February 2024.
In addition to the above, the Group had obligations under fixed rate right of use asset leases amounting to US$1.95 million (2021:
US$0.74 million) (see note 18).
The following table sets out the maturity profile of the financial liabilities as at 31 December 2022:
Due in less than one month
Trade payables and accruals
Interest-bearing liabilities
Total due in less than one month
Due in less than three months
Trade payables and accruals
Interest-bearing liabilities
Total due in less than three months
Due between three months and one year
Trade payables and accruals
Interest-bearing liabilities
Total due between three months and one year
Total due within one year
Due more than one year
Trade payables and accruals
Interest-bearing liabilities
Total due more than one year
Total
2021
US$
509,571
24,172
533,743
1,995,179
48,343
2,043,522
3,517,161
217,545
3,734,706
6,311,971
427,663
444,950
872,613
7,184,584
Company
2022
US$
3,123,563
–
3,123,563
8,378,113
–
8,378,113
19,502,674
–
19,502,674
31,004,349
–
–
–
31,004,349
2021
US$
2,434,415
–
2,434,415
8,723,855
–
8,723,855
18,915,803
–
18,915,803
30,074,073
–
–
–
30,074,073
Group
2022
US$
652,366
92,460
744,826
2,027,529
5,186,528
7,214,057
3,612,834
832,139
4,444,973
12,403,855
479,631
837,293
1,316,924
13,720,779
127
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
Currency risk
Although the Company is incorporated in the United Kingdom, its financial statements and those of the Group are presented in
US Dollars which is also considered to be the functional currency of the Company as funding of activities of its subsidiaries is
generally made in US Dollars, all sales for the Group are denominated in US Dollars and future remittances of dividends, loans
or repayment of capital from the subsidiaries are expected to be received in US Dollars.
Share issues have historically been priced solely in Sterling but an issue of special warrants undertaken in December 2010 and an
issue of new ordinary shares and warrants on 30 March 2011, were priced in Canadian Dollars. The Company expects that future
issues of ordinary shares may be priced in Sterling or Canadian Dollars. Expenditure is primarily in Brazilian Real and also in US
Dollars, Sterling, Euros and Australian Dollars.
The functional currency of the Company’s operations is US Dollars, which is also the reporting currency for the Group. The
Group’s cash holdings at the balance sheet date were held in the following currencies:
US Dollar
Canadian Dollar
Sterling
Australian Dollar
Euro
Brazilian Real
Total
Group
31 December
2022
US$
3,777,903
68,137
253,751
17,583
202,581
2,876,358
7,196,313
31 December
2021
US$
7,050,890
68,748
1,359,004
4,487
106,017
3,628,605
12,217,751
The Group is exposed to foreign currency risk on monetary assets and liabilities, including cash held in currencies other than the
functional currency of operations.
The Group seeks to manage its exposure to this risk by ensuring that the majority of expenditure and cash holdings of individual
subsidiaries within the Group are denominated in the same currency as the functional currency of that subsidiary. Income is
generated in US Dollars. However, this exposure to currency risk is managed where the income is generated by subsidiary entities
whose functional currency is not US Dollars, by either being settled within the Group or by ensuring settlement in the same month
that the sale is transacted where settlement is with a third party. The following table shows a currency analysis of net monetary
assets and liabilities by functional currency of the underlying companies:
Currency of net monetary
asset/(liability)
US Dollar
Canadian Dollar
Sterling
Australian Dollar
Euro
Brazilian Real
Total
Brazilian Real
31 December 2022
US$
–
–
–
–
(1,572,303)
(1,040,501)
(2,612,804)
Functional currency
Canadian $
31 December 2022
US$
9,787
United States $
31 December 2022
US$
9,106,941
TOTAL
31 December 2022
US$
9,116,728
2,642
–
–
–
–
12,429
68,137
(320,212)
17,583
39,534
–
8,911,983
70,779
(320,212)
17,583
(1,532,769)
(1,040,501)
6,311,608
The above indicates that the Group’s and the Company’s primary exposure is to exchange rate movements between UK Pounds
Sterling and the US Dollar and the Euro and the Brazilian Real.
The table below shows the impact of changes in exchange rates on the results and financial position of the Group and the
Company.
128
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
10% weakening of Brazilian Real
10% strengthening of Brazilian Real
10% weakening of US Dollar
10% strengthening of US Dollar
10% weakening of Brazilian Real
10% strengthening of Brazilian Real
Against US Dollar
US$
(3,176)
3,833
Against Sterling
US$
20,345
(24,026)
Against Euro
US$
(157,230)
157,230
The Group’s main subsidiaries operate in Brazil with their expenditure being principally in Brazilian Real and their financial
statements are maintained in that currency. The Group’s policy for dealing with exchange differences is outlined in the statement
of Significant Accounting Policies under the heading “Foreign currencies”.
The Group does not presently utilise swaps or forward contracts to manage its currency exposures, although such facilities are
considered and may be used where appropriate in the future.
The Group seeks to minimise its exposure to currency risk by closely monitoring exchange rates and holding surplus funds in
currencies considered most appropriate to their expected future utilisation.
Credit risk
The Group’s exposure to credit risk is limited to its cash and cash equivalents and trade and other receivables amounting to
US$15,934,269 (2021: US$15,130,334). It is the Group’s policy to only deposit surplus cash with financial institutions that hold
acceptable credit ratings.
The Group currently sells all of its gold bullion to a single customer. The Group seeks to receive full settlement by bank transfer
on delivery of its product to the purchaser to minimise its exposure to any credit risk on that customer.
During 2022, the Group sold all except one shipment out of a total of 13 shipments of its copper/gold concentrate production to a
single customer, a publicly quoted metals refining group. Settlement terms were in accordance with industry norms. The
customer has a strong reputation within the industry and has a good credit risk history. As at the balance sheet date there were
no amounts owed to the Group that were overdue (2021: amount overdue: US$Nil).
The Company’s exposure to credit risk amounted to US$19,351,523 (2021: US$20,792,654). Of this amount US$9,786,036 (2021:
US$9,784,884) is due from subsidiary companies, US$4,156,908 represents cash holdings (2021: US$8,586,734) and a significant
portion of the remainder is represented by trade debtors for the sale of copper/gold concentrate.
Since the inception of its operations the Group has incurred no credit losses nor at any time has the Group been required to
consider any impairment of any financial asset. The Group makes its selection of its preferred customers and other credit risk
counterparties having given appropriate consideration to their creditworthiness and reputation. On this basis it considers that
the credit risk associated with its cash and cash equivalents and in respect of its trade and other receivables to be low. At no time
has any customer or credit counterparty been in default of contractual payment terms or sought to vary such terms. The Group
would consider a customer to be in default of their obligations in the event that they failed to make payment on the due date
without prior notification and agreement or having sought a variation of payment terms failed to make settlement by the revised
date. The Group would consider any other credit risk counterparty to be in default of their obligations in the event that they failed
to make payment promptly in accordance with contractual arrangements.
In the event that the Group considered that an event had occurred which might indicate that there was no reasonable expectation
of recovery, the Group would recognise an impairment at that time. At this time and given publicly available knowledge of its
129
FINANCIAL STATEMENTS
Notes to the Financial Statements
For the year ended 31 December 2022
counterparties and their affairs the Group does not consider that it will incur any credit losses in the next 12 month period not
does it consider that any of its credit risk as at 31 December 2021 has been impaired subsequent to the end of the year.
The Company is exposed to credit risk through amounts due from its subsidiary undertakings. Refer to note 1 and note 13 for
details on the credit loss allowance made.
26
Ultimate controlling party
Fratelli Investments Ltd owns 19,318,785 ordinary shares representing 25.5 per cent of the voting shares in issue and Greenstone
Resources II LP owns 19,083,395 ordinary shares representing 25.2 per cent of the voting shares. Both shareholders are completely
independent and neither is therefore considered to be a controlling party.
27
Post balance sheet events
On 14 February 2023, the Group entered into hedging contracts with an international bank whereby it acquired sell options over
monthly quantities of gold over the period March 2023 to February 2024 totalling 10,215 ounces of gold at a price of US$1,800. At
the same time, it sold to the bank options in favour of the bank to buy the equivalent monthly quantities of gold at prices ranging
between US$2,000 and US$2,065 per ounce. It also acquired options to sell monthly receipts of US Dollars ranging between US$2.3
million and US$1.15 million for Brazilian Real at an exchange rate of BRL5.10 to USD1.00. At the same time, it sold to the bank
options in favour of the bank to buy from the Group the equivalent Brazilian Real receipts at exchange rates ranging from 5.325
to 5.800 over the same 12 month period. In this way the Group has secured a minimum equivalent gold price in Brazilian Real of
BRL9,180 per ounce in respect of 10,215 ounces and sold options in favour of the bank of future prices ranging between BRL10,650
per ounce and BRL11,997 per ounce depending on the option expiry date. Since January 2021 the BRL price for gold peaked at
BRL10,342 in March 2023 and was at a low of BRL8,507 in November 2022. The hedging arrangements are unsecured and not
subject to margin calls.
On 28 February 2023, the Group completed a US$5.0 million unsecured loan arrangement with Santander Bank in Brazil. The
loan is repayable as a bullet payment on 22 February 2024 and carries an interest coupon of 7.96 per cent. The proceeds raised
from the loan will be used for working capital and secure adequate liquidity to repay a similar arrangement which is due to be
repaid on 12 May 2023.
Except as set out above, there has been no item, transaction or event of a material or unusual nature likely, in the opinion of the
Directors of the Company, to affect significantly the continuing operation of the entity, the results of these operations, or the state
of affairs of the entity in future financial periods.
130
Glossary
“Ag”
“AISC”
“ANM”
“Au”
“assay”
“CIM”
means silver.
means All-In Sustaining Cost – a non IFRS performance measurement established by the World Gold
Council
means the Agencia Nacional de Mineral.
means gold.
in economic geology, means to analyse the proportions of metal in a rock or overburden sample; to
test an ore or mineral for composition, purity, weight or other properties of commercial interest.
means the Canadian Institute of Mining, Metallurgy and Petroleum.
“CIP” or “Carbon in
Pulp”
means a process used in gold extraction by addition of cyanide.
“chalcopyrite”
is a sulphide of copper and iron.
“Cu”
means copper.
“cut-off grade”
“deposit”
“electromagnetics”
“garimpeiro”
the lowest grade of mineralised material that qualifies as ore in a given deposit; rock of the lowest
assay included in an ore estimate.
is a mineralised body which has been physically delineated by sufficient drilling, trenching, and/or
underground work, and found to contain a sufficient average grade of metal or metals to warrant
further exploration and/or development expenditures; such a deposit does not qualify as a
commercially mineable orebody or as containing ore reserves, until final legal, technical, and
economic factors have been resolved.
is a geophysical technique tool measuring the magnetic field generated by subjecting the sub-surface
to electrical currents.
is a local artisanal miner.
“geochemical”
refers to geological information using measurements derived from chemical analysis.
“geophysical”
“geophysical
techniques”
“gold equivalent”
“gossan”
“grade”
“g/t”
refers to geological information using measurements derived from the use of magnetic and electrical
readings.
include the exploration of an area by exploiting differences in physical properties of different rock
types. Geophysical methods include seismic, magnetic, gravity, induced polarisation and other
techniques; geophysical surveys can be undertaken from the ground or from the air.
refers to quantities of materials other than gold stated in units of gold by reference to relative product
values at prevailing market prices.
is an iron-bearing weathered product that overlies a sulphide deposit.
is the concentration of mineral within the host rock typically quoted as grams per tonne (g/t), parts
per million (ppm) or parts per billion (ppb).
means grams per tonne.
“hectare” or a “ha”
is a unit of measurement equal to 10,000 square metres.
“indicated mineral
resource”
“inferred mineral
resource”
“IP”
is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical
characteristics can be estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning and evaluation of the
economic viability of the deposit. The estimate is based on detailed and reliable exploration and
testing information gathered through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are spaced closely enough for geological and grade
continuity to be reasonably assumed.
is that part of a mineral resource for which quantity and grade or quality can be estimated on the
basis of geological evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity. The estimate is based on limited information and sampling
gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings
and drill holes.
refers to induced polarisation, a geophysical technique whereby an electric current is induced into
the sub-surface and the conductivity of the sub-surface is recorded.
131
Glossary
“measured mineral
resource”
“mineralisation”
is that part of a mineral resource for which quantity, grade or quality, densities, shape, and physical
characteristics are so well established that they can be estimated with confidence sufficient to allow
the appropriate application of technical and economic parameters, to support production planning
and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable
exploration, sampling and testing information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to
confirm both geological and grade continuity.
the concentration of metals and their chemical compounds within a body of rock.
“mineralised”
refers to rock which contains minerals e.g. iron, copper, gold.
“mineral reserve”
“mineral resource”
“mt”
“NI 43-101”
“ore”
“oxides”
“ppm”
is the economically mineable part of a measured or indicated mineral resource demonstrated by at
least a preliminary feasibility study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate, at the time of
reporting, that economic extraction can be justified. A mineral reserve includes diluting materials
and allowances for losses that may occur when the material is mined.
is a concentration or occurrence of diamonds, natural solid inorganic material or natural fossilised
organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s
crust in such form and quantity and of such a grade or quality that it has reasonable prospects for
economic extraction. The location, quantity, grade, geological characteristics and continuity of a
mineral resource are known, estimated or interpreted from specific geological evidence and
knowledge.
means million tonnes.
means Canadian Securities Administrators’ National Instrument 43-101 – Standards of Disclosure for
Mineral Projects.
means a metal or mineral or a combination of these of sufficient value as to quality and quantity to
enable it to be mined at a profit.
are near surface bed-rock which has been weathered and oxidised by long-term exposure to the
effects of water and air.
means parts per million.
“saprolite”
is a weathered or decomposed clay-rich rock.
“sulphide”
refers to minerals consisting of a chemical combination of sulphur with a metal.
“tailings”
are the residual waste material that it is produced by the processing of mineralised rock.
“tpd”
“vein”
“VTEM”
means tonnes per day.
is a generic term to describe an occurrence of mineralised rock within an area of non-mineralised
rock.
refers to versa time domain electromagnetic, a particular variant of time-domain electromagnetic
geophysical survey to prospect for conductive bodies below surface.
132
Shareholder Information
Company
Serabi Gold plc
UK Office
The Long Barn
Cobham Park Road
Downside
Surrey KT11 3NE
Tel:
+44 (0)20 7246 6830
Registered Office
66 Lincoln’s Inn Fields
London WC2A 3LH
Company Number
5131528
Board of Directors
Michael Lynch Bell – Non-executive Chairman
Mike Hodgson – Chief Executive
Clive Line – Finance Director
Luis Azevedo – Non-executive Director
Carolina Margozzini – Non-executive Director
Mark Sawyer – Non-executive Director
Company Secretary
Clive Line
Nominated Adviser
Beaumont Cornish Limited
Building 3, Chiswick Park
566 Chiswick High Road
London W4 5YA
Solicitors – UK
Farrer & Co
66 Lincoln’s Inn Fields
London WC2A 3LH
Travers Smith
10 Snow Hill
London EC1A 2AL
Serabi Mineração S.A.
Av. Getúlio Vargas 671
11th Floor,
Funcionarios,
Belo Horizonte
Minas Gerais
Brazil
contact@serabigold.com
Email:
Web: www.serabigold.com
Auditor
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD
Legal Counsel – Canada
Peterson McVicar LLP
18 King Street East, Suite 902
Toronto,
Ontario M5C 1C4
Joint Brokers – UK
Peel Hunt LLP
100 Liverpool Street, London, EC2M 2AT
Joint Brokers – UK
Tamesis Partners LLP
125 Old Broad Street, London EC2N 1AR
Registrars – UK
Computershare Investor Services PLC
PO Box 82, The Pavilions
Bridgwater Road
Bristol BS99 7NH
Registrar & Transfer Agent – Canada
Computershare Investor Services Inc
100 University Avenue, 8th Floor
Toronto
Ontario M5J 2Y1
133