DIS
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enriching lives
through innovating
the resources company
of the future
DIVERSIFY
D
E LIVER
2023 integrated annual report
CrCrCHROMIUMRhRhRHODIUMPtPLATINUMPt
PURPOSE STATEMENT
enriching lives
through innovating the
resources company of
the future
VISION
To generate value by
becoming a globally
significant, low‑cost
producer of strategic
commodities that are
required to deliver a
sustainable future.
OUR VALUES
● The safety and health of our people is
a core value
● We take responsibility for the effect
that our operations may have on the
environment
● We are committed to reducing our
carbon emissions by 30% by 2030 and
are developing a roadmap to be net carbon
neutral by 2050
● We are committed to the upliftment
of our local communities
● We conduct ourselves with integrity
and honesty
● We strive to achieve superior returns
for our shareholders
● We originate new opportunities
and will continue to challenge convention
through innovation
CrCrCHROMIUMRhRhRHODIUMPtPLATINUMPt CONTENTS
OVERVIEW
Scope and boundary
Why invest in Tharisa
Our strategy
Sustainability letter
Financial and non-financial highlights
Where we operate and operational structure
Group history
Ten-year review
STRATEGIC REVIEW
Chairman’s review
How Tharisa creates shared value
Stakeholder engagement
Chief Executive Officer’s review
Chief Finance Officer’s review
Chief Operating Officer’s review
OPERATIONAL REVIEW
Our Group Companies
Market review
Principal risks and uncertainties
SUSTAINABILITY
Environment
Governance
Social and Safety
Task Force on Climate-related Financial Disclosures (TCFD)
Six-year ESG data
MINERAL RESOURCE AND MINERAL
RESERVE STATEMENT
GOVERNANCE
Board of Directors
Corporate governance
King IVTM* application
Remuneration report
Directors’ report
Report of the Audit Committee
FINANCIAL REVIEW
Condensed consolidated financial statements
Notes to the financial statements
SHAREHOLDER INFORMATION
Investor relations report
Notice of annual general meeting
Form of proxy
Glossary
Corporate information
IFC
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67
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118
129
138
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178
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189
191
200
* Copyright and trademarks are owned by the Institute of Directors
in South Africa NPC and all of its rights are reserved.
Financial and non-financial highlights
Where we operate and operational structure
CONTENTS
OVERVIEW
Scope and boundary
Why invest in Tharisa
Our strategy
Sustainability letter
Group history
Ten-year review
STRATEGIC REVIEW
Chairman’s review
How Tharisa creates shared value
Stakeholder engagement
Chief Executive Officer’s review
Chief Finance Officer’s review
Chief Operating Officer’s review
OPERATIONAL REVIEW
Our Group Companies
Market review
Principal risks and uncertainties
SUSTAINABILITY
Environment
Governance
Social and Safety
Six-year ESG data
GOVERNANCE
Board of Directors
Corporate governance
King IVTM* application
Remuneration report
Directors’ report
Report of the Audit Committee
FINANCIAL REVIEW
Condensed consolidated financial statements
Notes to the financial statements
SHAREHOLDER INFORMATION
Investor relations report
Notice of annual general meeting
Form of proxy
Glossary
Corporate information
Task Force on Climate-related Financial Disclosures (TCFD)
MINERAL RESOURCE AND MINERAL
RESERVE STATEMENT
IFC
1
2
4
6
8
10
12
14
16
20
22
26
30
34
44
46
58
67
70
77
78
82
100
104
118
129
138
140
144
150
178
180
189
191
200
Assurance
The Board acknowledges its responsibility for ensuring the
integrity of this integrated annual report. The Audit
Committee recommended the 2023 integrated annual report
to the Board for approval, which approval the Board
consented to give, believing that the report addresses all
material issues and provides a balanced and truthful
representation of the Company’s performance.
The condensed consolidated financial statements on pages
144 to 176 of this integrated annual report and the
consolidated annual financial statements on Tharisa’s website
have been prepared in accordance with International
Financial Reporting Standards (‘IFRS’) as issued by
the International Accounting Standards Board and the
Cyprus Companies Law.
Connect with us:
We encourage and welcome feedback on our reporting suite
from our stakeholders. Please send any comments or
suggestions to:
Investor relations: Ilja Graulich
Email: igraulich@tharisa.com
Scope and boundary
Tharisa (or the ‘Company’) is pleased to present
its tenth integrated annual report since listing on
the Johannesburg Stock Exchange (’JSE’), and the
eighth since the standard listing of its depositary
interests on the London Stock Exchange (’LSE’).
This integrated annual report presents the Group’s
operations in Cyprus and South Africa, its development
activities in Zimbabwe, as well as its environmental, social
and governance (‘ESG’), strategy, risks, opportunities,
and prospects. The report covers the financial year from
1 October 2022 to 30 September 2023.
Approach
The approach in this integrated annual report is to inform
investors and stakeholders of the fundamentals of Tharisa’s
operating context and business model, risks, and strategic
approach to value creation to enable them to make a more
informed assessment of Tharisa, its prospects, and the
sustainable value it creates. The integrated annual report
presents a concise view of the Company, its progress and its
strategy, with readers directed to relevant sections on the
Group’s website – www.tharisa.com – for additional
disclosure. While written primarily to address the interests of
providers of capital, this report also addresses matters
considered to be important to a wide range of stakeholders.
Frameworks
Tharisa applies the principles of King IV to its decision
making, strategy formulation, and implementation. These
principles have also been applied in compiling this report.
The Company further adheres to the JSE Listings
Requirements and complies with the LSE Listing Rules
and Disclosure and Transparency Rules applicable to a
standard listing.
Tharisa accepts that integrated reporting is a journey, and in
line with its commitment to the principles of integrated
reporting, it has expanded on its broader social,
environmental, and economic performance as far as possible
throughout this report, and has been guided by the
International Integrated Reporting Committee’s Framework.
In line with these frameworks, recommendations, and what
Tharisa considers to be best practice, this report contains a
number of forward-looking statements. Various factors,
conditions, and developments beyond the control of the
Company and its management may cause the conditions
predicted and implied in these forward-looking statements to
be materially different to those envisaged at the time of
writing. Such variance between expectations and future
realities may have a material impact on the Company’s future
performance and results.
WHY INVEST IN THARISA
Tharisa is an integrated resource group critical to the energy transition and
decarbonisation of economies. It incorporates mining, processing, exploration,
and the beneficiation, marketing, sales, and logistics of PGMs and chrome concentrates,
using innovation and technology as enablers.
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Strategic commodities
As a co-producer, we mine two strategic commodities with
diversified applications for these commodities, ensuring a
geographically multi-faceted buyer and user base. Platinum
Group Metals (‘PGMs’) and chrome production are highly
concentrated geologically.
The markets for both commodities remain finely balanced,
if not in deficit, in some PGM components. Our PGM
concentrate is sought after due to its low impurities, while
we provide China and Indonesia, two of the world’s biggest
stainless steel producers, with 10% of their annual chrome
needs.
Output to double at long-life assets
With a decade and a half history of production growth at
Tharisa and Karo under development, our PGM output is
set to nearly double, and added to our significant chrome
production, we provide multi-generational life of mine of
strategic commodities with solid margins due to modern
nature of the mine, being open pit, mechanised, and using
highly skilled labour force.
Our continued investment has ensured our assets remain at
full operational readiness and the best standards in the
industry.
Operational flexibility
The mechanised nature of the Tharisa open pit means we
remain within the lower cost quartile of PGM and chrome
producers, with an orebody showing consistency over the
past decade of production. We are set to replicate the
operational makeup at Karo, where construction of this Tier 1
asset is underway.
At Tharisa Minerals we have two separate processing plants
offering further operational flexibility, involving primary mass
extraction of chrome, followed by PGM flotation, then
secondary chrome extraction from the tailings. Our Vulcan
Plant – the world’s largest chrome fines processing plant –
creates additional recoveries for the mine, treating what has
historically been waste with no mining costs associated with
this additional output.
Safety
is a core value
2
1
3
4
Our
investment
case
5
6
We are committed to reducing our
carbon emissions by 30% by 2030 and
are developing a roadmap to be net
carbon neutral by 2050
All of this is aligned with our innovative
thinking philosophy and agility,
making use of technology as our enabler
and as our differentiator
Diversification, beneficiation and
energy transition
We are in the construction phase of our newest PGM asset at
Karo Platinum, diversifying the Company’s portfolio, both in
commodity and geographically. The Arxo Metals beneficiation
site has grown significantly, further proving our DC smelting
technology for PGM metals, while developing many
commercially ready alloys and using the Company’s raw
materials, including chrome, for our innovative redox flow
technology solutions as part of our energy transition roadmap
that includes various renewable energy opportunities.
Integrated marketing and sales
with logistical support
The Group has an integrated marketing platform
for the sale of its metallurgical chrome concentrate to
ferrochrome producers, stainless steel producers, and global
commodity traders. Metallurgical chrome concentrate is mainly
shipped to China and Indonesia, where it is utilised primarily by
the stainless steel industry, with specialty chrome concentrates,
which include chemical and foundry grades and making up a
quarter of our annualised chrome output, being sold into
diversified global markets.
Arxo Logistics manages all Tharisa’s commodity movements
and movements on behalf of third-party customers, ensuring
on-time delivery of materials.
Capital discipline
Tharisa had a cash balance of US$269.0 million at the end of
the year and a debt of US$139.7 million, resulting in a
positive net cash position of US$129.4 million. The
Company’s strong balance sheet, with low leverage,
positions it to fund its growth aspirations while
simultaneously reinvesting into the business.
When making investment decisions, the Board factors in ESG
criteria to ensure that the Group’s business model is
sustainable. All opportunities must meet Tharisa’s stringent
investment criteria.
A final dividend of US 2.0 cents has been proposed, bringing
the cash return to US 5.0 cents per share for FY2023,
a payment ratio of 17.3% on non-adjusted NPAT.
Supporting our investment case are the following
unique competitive strengths
Mechanised
operations
and skilled
labour force
Three separate
processing plants
providing
operational
flexibility
Positioned on the
lower end of
the PGM cost curve
Integrated
marketing, sales,
and logistics
platforms
Shallow and large-scale PGM and
chrome resource –
one of the world’s largest chrome
resources from a single pit – enables
Tharisa to be a large-scale
producer for multiple generations
Geographic and
commodity
diversification with
Karo Platinum under
construction
Proven
management
track record
Capital discipline
with an annual
dividend policy of
distributing at least
15% of NPAT
Capacity to produce
PGMs and metallurgical
and specialty grade
chrome concentrates
for differentiated
markets
Extensive Research at
Arxo Metals, developing new
technologies and viable
mineral extraction and
beneficiation capabilities
2
OUR STRATEGY
Our philosophy is to enrich lives responsibly
Tharisa’s core strategy is to generate value by becoming a globally significant, low‑cost
producer of strategic commodities that are required to deliver a sustainable future.
We help to meet global demand for our products using an integrated model of mining,
processing, beneficiation, marketing, sales, and logistics operations, which we believe adds
maximum value to the commodities we mine.
The Group’s expansion strategy focuses on diversified growth through organic project sourcing
and development, but is mindful of acquisition opportunities in a non-renewable operating
environment.
The goal is creating a circular economy, beneficiating our products, and producing critical
metals for the decarbonisation of the global economy.
Six pillars driving growth
The Company has a stated growth and diversification strategy, built on six pillars, with
maximum impact for both shareholders and stakeholders, balancing the need for growth
with care for the environment in which we operate.
EXPAND AND ROLL OUT THE
BUSINESS SUSTAINABLY
FURTHER OPTIMISE EXISTING
OPERATIONS
CONTINUE TO INVEST IN
INNOVATIVE THINKING
SUSTAINABLE BUSINESS
OPTIMISE OPERATIONS
INNOVATIVE THINKING
A commitment to the highest
stewardship standards of land, water
and air resources is central to creating a
sustainable mining strategy.
We continuously set out to successfully
develop and deliver on our project
pipeline, thus sustainably increasing our
operating asset base as well as
identifying and assessing new potential
mineral deposits. The creation of our
Technical Hub as a centre of excellence
provides technical support services to
the Group’s operations and projects,
ensuring our commitment as custodians
of our multi-generational assets.
To stay up to date with ever-evolving
markets, we consistently strive to
deliver and improve our operations,
including mining and processing,
marketing, logistics, administration,
and Group support services. This
ensures we not only maximise the
output from our non-renewable
resources but continuously evaluate the
optimal way to extract the resources.
Research and development are
embedded in our roots.
The successful journey of taking
projects from the concept phase to
commercialisation, specifically focusing
on the beneficiation of our products
and the clean energy transition, is
testimony to the many industry firsts
evident in our daily operations.
tharisa plc 2023 integrated annual report 3
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The foundation of the Company is built on the 4 Ds
The success of the 4 Ds is enveloped by a stringent focus on
capital discipline that balances the capital needs of growth,
continuous investment, and returns for shareholders.
DISCOVER
Long-life, low operating cost assets
DEVELOP
Impactfully develop our assets, sustainably, using
modern engineering and technology
DELIVER
Safely deliver maximum value from the assets in
the portfolio and maximise returns for stakeholders
DIVERSIFY
Diversify into a multi-asset, multi-jurisdictional, multi-
commodity business innovatively using technology as our catalyst
The past year has seen Tharisa continue to deliver on these pillars and we have further elevated
our foundation to ensure that future investments remain value additive and continue to
enhance the Company’s strong cash generation and social and financial return ability.
BECOME A GLOBAL
DIVERSIFIED BUSINESS
BE THE INVESTMENT OF CHOICE
IN OUR CHOSEN SECTOR
RESPONSIBLY ENRICH THE LIVES
OF ALL OUR STAKEHOLDERS
DIVERSIFIED BUSINESS
INVESTMENT OF CHOICE
ENRICH STAKEHOLDERS
The overarching concept of
diversification across territories and
commodities is to enhance the current
portfolio. This must be executed from a
solid foundation, ensuring suitable
structures and teams are in place.
New opportunities are continually
evaluated to find the right fit for our
portfolio. Technology and innovation
will provide the Group with
information-driven decision making and
will reduce the overall risk of business
and generate new sources
of revenue.
Our three-pronged approach to capital
allocation, namely reinvesting in the
business, capital for growth and the
ability to return capital to shareholders,
is crucial to ensure we have the optimal
balance sheet to deliver on our strategic
initiatives. This is achieved by engaging
with capital markets and financiers and
communicating effectively with our
external stakeholders.
While safety is a core value, promoting
accountability and awareness around
our principles covering SHE, ESG,
climate change, and impact investment
are equally important.
This pillar is evidence of how the
Tharisa Group makes a meaningful
contribution and impact on its people,
environment, communities and society.
We synergise our objectives to help all
stakeholders to arrive at their respective
outcomes.
tharisa plc 2023 integrated annual report
Frank Kananga – Production Supervisor
4
SUSTAINABILITY LETTER
The last year has continued to present both
the corporate world and governments with
constant challenges. Indeed, the most popular
new word in 2022 was ’permacrisis’,
according to the Collins Dictionary.
This suggests that being in a state of crisis is now a permanent
condition, at least for some decades, as we strive to mitigate the
effects of climate change to reach net zero by 2050. Too often, in
dealing with urgent short-term problems, companies postpone
addressing longer-term but critically important issues. Despite
commodity price volatility, Tharisa believes that we need to continue
to focus on reducing our carbon footprint over the longer term while
aligning our business to thrive in a decarbonised world for our
stakeholders’ benefit.
We have previously announced our intention to reduce our carbon
emissions by 30% by 2030 and I am happy to report that plans to
deliver this are well underway. More importantly, we have a role to
play in producing the metals that are vital for the energy transition
away from fossil fuels, which is essential to achieving a sustainable
future for the planet.
Dr Carol Bell
Non-executive Director
The most advanced of our projects to reduce our carbon footprint by 30% by 2030 is a solar power generation
project, on which we are working in conjunction with Chariot Transitional Power and Total Energies. The
necessary consents have been received and construction is expected to commence in the second quarter of 2024.
This will create jobs for about 200 people, mainly from local communities. The project will generate up to 40 MW
of photovoltaic (PV) electricity to supply the Tharisa Mine. This will reduce our dependence on Eskom, which
mainly produces electricity at coal-fired power stations, from 100% to 69%.
Chariot Transitional Power is also a partner of our subsidiary Karo
Platinum in Zimbabwe, where a similar approach to renewable power
generation is being deployed.
From mine to megawatt
As a precious metal miner, innovation has always been a core driver
at Tharisa to optimise PGM metal recovery. This culture of continuous
innovation has enabled us to research a new concept in battery
storage for the electricity that cannot be used immediately from our
solar farm development at the Tharisa Mine. Over the past four years,
we have developed a redox flow battery solution within a recently
formed subsidiary, Redox One.
Redox One has pioneered a low-cost electrolyte using chrome –
a product of the Tharisa Mine – that is safe, stable, and
environmentally friendly. This will be deployed initially at the
Tharisa Mine but may potentially be marketed to other users.
Embedding sustainability across our business
Over the year, we have made considerable strides in implementing
systems and procedures across our operations to have greater control
over the ESG factors that affect our daily business. For a second year,
our data has been assured by IBIS as we align our disclosure to best
practice. We continue to be acutely aware of our role beyond the
mine gate within local communities. Many of our skilled workforce
come from these communities and we aim to strike a fair balance
between the economic benefits brought by our activities and the
impact of our operations on the broader community. A community
engagement process is underway with the community members
most affected by our mining operations.
Our expenditure through procurement in the area of influence
around the Tharisa Mine over the year was ZAR18.9 million, which
positively impacts on the community. We have taken a similar
approach with respect to the development of the Karo Mine in
Zimbabwe, where as much as possible is being procured locally.
Furthermore, by the year end we were employing over 1 100 people
on site at the Karo Platinum Project, of which 21% were female.
In conclusion, the mining industry has a great deal to contribute to a
more sustainable world not only as a supplier of the required metals
but also as a source of employment and broader economic benefits
for the communities in which it operates. I am delighted to report
that our initial promises to address climate change are now turning
into concrete plans and attractive investment opportunities.
Moreover, how we gather information to measure our progress on
this path has been embedded in our operations, enabling better
decision making. What has been achieved over the past year shows
real evidence of the commitment Tharisa has to a just transition away
from fossil fuels, which through continuous innovation, has the
potential to contribute beyond the decarbonisation of its own
activities.
Dr Carol Bell
Chairman of the Climate Change and Sustainability Committee
and Lead Independent Non-Executive Director
tharisa plc 2023 integrated annual report 5
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Climate change
• Investment in solar power and Redox One battery technology will improve the sustainability of our operations
• Proposed 30 MW PV solar plant to supply energy to the mine thereby ensuring a 30% reduction in emissions by 2030
• The future energy plan for Tharisa is proposed as:
– FY2023 – 100% Eskom power
– FY2024 Q4 – 63% Eskom and 37% solar
– FY2025 Q4 – 9% Eskom, 37% solar and 53% wheeled
Water management
• As part of the water conservation strategy for the operations, a reverse osmosis (RO) water plant has been constructed in FY2022
supplying the mining changing facilities instead of using municipal lines
• The project for installation of flow meters to ensure we can account for and report on water used and reused volumes accurately,
started in FY2022 and is in progress
Extraction and land management
• Alien invasive plant (AIP) management through chemical and mechanical means by an independent service provider who employs
locally to identify and remove AIPs. This AIP management promotes natural vegetation establishment as well as stimulating local
employment
Stakeholder
• Tharisa Community Trust is a shareholder in Tharisa plc with dividends to the Trust derived from all group activities
• US$2.3 million spent on skills development training
Governance and taxes
• Board controlled by majority independent non-executive directors
• Board compliant with Cyprus, South African and UK governance guidelines
• Currency inflows into South Africa (direct and indirect) US$451.6 million
• Global direct taxes, indirect taxes and royalties paid of US$64.2 million
Why Global Reporting Initiatives (’GRI’) standards?
Over the last 25 years, sustainability reporting has evolved from a ‘nice to have publication’ into a reporting standard used to attract investors
and customers while creating value for companies like ourselves. Since then, the GRI standards remain the most widely used sustainability
reporting standards globally, merging elements of the Sustainability Accounting Standards Board (SABS), Sustainable Development Goals
(SDGs), United Nations Environmental Protection Agency (UNEPA) and the United Nations Global Compact (UNGC) which has motivated us to
report against GRI standards.
Sustainability is not a tick-box exercise but a fundamental part of our business. We see it as the key ingredient, like sugar in a cake or lemon in
lemonade, that brings long-term economic success. By reporting against GRI, we can achieve the following benefits:
1. Improve our sustainability performance.
2. Improve our risk management and investor communications.
3. Engagement with stakeholders and improved relations.
4. Motivate and engage employees.
5. Stronger credibility as committed corporate citizens.
6. Improved sustainability strategy and selection of performance indicators and targets.
7. A means to benchmark sustainability performance against self and others.
Our organisation is listed on two stock exchanges, the Johannesburg Stock Exchange and the London Stock Exchange. As a global group,
we continue to operate with honesty, integrity, transparency and flexibility. As an organisation, we acknowledge that impact reporting is not
only the right thing to do but is critical to our ongoing success and the ultimate sustainability of our business through multiple generations.
Over the years, we have made progress towards fulfilling the SDGs and objectives, which will be reflected in this report.
All the data in this report was collated in accordance with guidelines and definitions based on the GRI standards unless stated otherwise.
Assurance
An independent external assurer has assured sustainability data used in this report (see page 80).
tharisa plc 2023 integrated annual report 6
FINANCIAL AND NON-FINANCIAL HIGHLIGHTS
Group employees
5 263
Tharisa
Karo
Contractors
1 927
135
2 886
Revenue
US$649.9m
5.3%
(2022: US$686.0m)
Safety
Karo
Platinum
Tharisa
Minerals
0.13 LTIFR 0.26 LTIFR
per 200 000 man-hours worked
Chrome concentrate
production
1.58 Mt
0.2%
(2022: 1.58 Mt) Recovery of 67.6%
Reef mined
4.17 Mt
24.1%
(2022: 5.50 Mt)
PGM production (5PGE + AU)
144.7 koz
19.3%
(2022: 179.2 koz) Recovery of 66.5%
EBITDA
US$136.8m
42.4%
(2022: US$237.3m)
PGM production (koz) and recovery (%)
Chrome concentrate production (kt)
and recovery (%)
Group revenue (US$m)
koz
200.0
180.0
160.0
140.0
120.0
100.0
80.0
60.0
40.0
20.0
0.0
.
7
9
3
1
.
1
2
4
1
.
8
7
5
1
.
2
9
7
1
.
7
4
4
1
%
85.0
80.0
75.0
70.0
65.0
60.0
55.0
50.0
Kt
.
1
0
8
5
1
.
0
6
0
5
1
7
.
2
8
5
1
.
8
4
4
3
1
.
0
0
9
2
1
%
69.0
68.0
67.0
66.0
65.0
64.0
63.0
62.0
61.0
60.0
59.0
58.0
US$m
800.0
700.0
600.0
500.0
400.0
300.0
200.0
100.0
0.0
.
0
6
8
6
.
9
9
4
6
.
3
6
9
5
.
0
6
0
9 4
2
4
3
.
2019
2020
2021
2022 2023
2019
2020
2021
2022 2023
2019
2020
2021
2022
2023
■ PGM recovery
■ Chrome recovery
1 800.01 600.0 1 400.01 200.01 000.0800.0600.0400.0200.00.0tharisa plc 2023 integrated annual report
7
Earnings per share
US 27.4c
49.1%
(2022: US 53.8c)
Profit before tax
US$114.3m
48.1%
(2022: US$220.2m)
Operating profit
US$94.7m
48.7%
(2022: US$184.5m)
Total dividends
US 5.0c
(2022: US 7.0c)
Headline earning per share
US 28.3c
31.1%
(2022: US 41.1c)
Gross profit (US$m)
and margin (%)
EBITDA (US$m)
Net operating cash flow (US$m) and
dividend (USc)
US$m
300.0
250.0
200.0
150.0
100.0
50.0
0.0
.
7
5
4
2
.
4
7
0
2
3
.
3
5
1
.
4
0
3
1
.
4
0
6
%
40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0.0
.
3
7
3
2
.
3
4
2
2
8
.
6
3
1
US$m
250.0
200.0
150.0
100.0
50.0
0.0
.
4
3
1
1
.
6
1
5
US$m
.
3
8
0
2
.
7
3
7
1
3
.
8
4
1
.
9
9
6
.
0
3
7
USc
10.0
9.0
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
2019
2020
2021
2022 2023
2019
2020
2021
2022
2023
2019
2020
2021
2022 2023
■ Gross profit margin
■ Dividend
250.0200.0150.0100.050.00.0OVERVIEWtharisa plc 2023 integrated annual report
8
WHERE WE OPERATE AND OPERATIONAL STRUCTURE
Tharisa’s strategy to develop a globally significant, low-cost producer of
metals, critical to the energy transition and decarbonisation of economies, remains firmly on
track. Our focused operational structure delivers on and supports our strategy.
UNITED KINGDOM
London
LSE listing
England
1
London – LSE:THS
GERMANY
9
Tharisa sells and exports to
China and Indonesia
Provides China and Indonesia
with approximately 10% of all its
chrome concentrate, with 80% of
China total demand from South Africa
Demand driven by Chinese domestic
consumption and export
Tianjin
Lianyungang
Shanghai
Qinzhou
Bahodopi
CYPRUS
INVESTMENT
HOLDING COMPANY Tharisa plc (Cyprus)
Registered in Cyprus
Tharisa plc
Arxo
Resources
7
6
9
Redox One
Karo Mining
Holdings
2 Operating
companies
ZIMBABWE
SOUTH AFRICA
Johannesburg
JSE listing
Tharisa
Minerals
Great Dyke
8
Karo
Platinum
MetQ
4
1
3
2
Arxo
Metals
5
Arxo
Logistics
Richards
5
Bay
Arxo
Logistics
Durban
Arxo
Logistics
Maputo
5
2 Operating
companies
4 Operating
companies
Tharisa
Minerals
2
tharisa plc 2023 integrated annual report 9
1
2
3
4
5
6
9
7
8
Operating and producing companies (and Tharisa’s shareholding)
Listed on the JSE and LSE.
Tharisa Minerals is 100% owned by Tharisa and is uniquely positioned as a significant
co‑producer of both PGMs and chrome concentrates. Located in the south‑western limb of
the Bushveld Complex, in South Africa, the mechanised mine has a 13‑year open pit life and
the ability to extend operations underground by at least an additional 60 years.
Arxo Metals produces specialised higher margin chemical and foundry grade chrome
concentrates, operates Sibanye‑Stillwater’s K3 UG2 chrome plant in Rustenburg, and is the
Group’s research and development arm. It also operates a 1MW DC furnace to produce
PGM‑rich metal alloys.
MetQ manufactures equipment used in the mining industry, with a particular focus on
beneficiation.
Arxo Logistics manages the road, rail and shipping distribution of PGM concentrate and chrome
concentrates produced by the Tharisa Mine, and chrome concentrates from Sibanye‑Stillwater’s
K3 UG2 chrome plant. These products are transported to customers in South Africa and
international customers via port facilities in Richards Bay, Durban and Maputo.
Arxo Resources markets and sells chrome concentrates to customers globally.
Pioneering a sustainable energy future through safe, innovative, and cost‑effective power storage solutions.
European Technology Centre based in Dortmund, Germany, dedicated to the commercialisation of
iron‑chromium flow batteries.
Growth projects (and Tharisa’s shareholding)
Karo Mining Holdings’ strategy is to establish an integrated PGM mining and refining complex in
Zimbabwe.
Karo Platinum is the newest low‑cost, open pit PGM asset under construction and located on the
Great Dyke in Zimbabwe.
A joint venture between Karo Mining Holdings (85%) and Generation Minerals (15%), a Republic
of Zimbabwe special purpose vehicle (SPV), the Karo Platinum project will have initial open pits
with less than 12% of the 23 903 ha project area having been utilised to attaining this project life.
100%
100%
100%
100%
100%
100%
75%
MetQArxo LogisticsArxo ResourcesRedox OneKaro Mining HoldingsKaro PlatinumArxo MetalsTharisa MineralsTharisa plcOVERVIEWtharisa plc 2023 integrated annual report 10
GROUP HISTORY
We are committed to
REDUCING OUR CARBON
EMISSIONS by 30% by 2030
and are developing a
roadmap to be net carbon
neutral by 2050
February
Tharisa Limited incorporated
October
Commenced trial mining
2008
September
Mining Rights for Tharisa Mine granted
December
US$65 million seed capital raised
March
Acquired 74% shareholding in Tharisa Minerals
2009
November
Commenced production of first chrome
concentrate
February
Secured project finance facility
of ZAR1 billion
May
First bulk rail shipment
July
Tharisa Minerals water use
licence granted
December
Voyager Plant is commissioned
at 300 ktpm capacity
2006
February
Prospecting Rights granted
March
Tharisa Minerals incorporated
2011
January
US$95 million investment by Fujian
Wuhang and Hong Kong HeYi Mining
April
US$150 million pre-listing capital raised
August
Genesis Plant is commissioned at
100 ktpm capacity
Tharisa Community Trust registered
November
Tharisa Community Trust receives 6% of
Tharisa Minerals donated by Tharisa plc
2012
July
Challenger Plant is
commissioned
2013
2014
April
Listed on JSE, capital raised US$47.9 million
September
Commissioning of high energy PGM flotation circuit
Shadrack Diamond – Chrome Specialisttharisa plc 2023 integrated annual report 11
2022
2023
February
Announced acquisition of
remaining 26% shareholding in
Tharisa Minerals in a landmark
BEE transaction
March
Acquired controlling interest in
Karo Mining Holdings
March
Successfully concluded a US$130 million debt
facility with Société Générale and Absa Bank
Limited
August
Pilot mining commenced at Karo with the
objective of confirming key ore mining
assumptions and practical application of
MRM processes
2021
Cold commissioning of the
Vulcan fine chrome recovery
plant, adding further product
beneficiation
Exercised option to acquire
100% of Salene Chrome.
Commenced mining and plant
commissioning.
2020
September
Five years fatality free
October
Vulcan Plant restarts
construction
2019
February
Listed on A2X
August
Approval of Vulcan Plant, a groundbreaking use
of existing technologies in fine chrome recovery
September
Achieved three million fatality-free shifts
October
Acquisition of MetQ
The SAFETY AND
HEALTH of our
people is a
CORE VALUE.
March
Maiden interim
dividend declared
June
Shareholding acquired
in Karo Mining
Holdings
2018
September
Record operational
year Salene Chrome’s
shareholder grants call
option for 90%
shareholding
May
Agreement entered into for the purchase of
mining fleet and transfer of employees from
mining contractor to owner-operated mining
model
Secured first third-party operating and trading
agreement
October
Transaction for the acquisition of mining fleet
effective
November
Increased dividend declared and an improved
dividend policy
2017
2016
June
Listed on the LSE
November
Maiden distribution to shareholders
Nkosinathi DlaminiProcess Supervisor Voyager OperationsOVERVIEWtharisa plc 2023 integrated annual report 12
TEN-YEAR REVIEW
Unit
2023
2022
2021
2020
2019
Year ended 30 September
On-mine lost time injury frequency (LTIF) rate^
(Tharisa Minerals)
On-mine lost time injury frequency (LTIF) rate^
(Karo)
On-mine employees including contractors
Other group employees
Reef mined
Stripping ratio
Reef milled
PGM flotation feed
PGM rougher feed grade
PGM recovery
6E PGMs produced
Average PGM contained metal basket price
Average PGM contained metal basket price
Cr2O3 ROM grade
Chrome recovery
Chrome yield
Chrome concentrates produced (excluding third party)
Metallurgical grade
Specialty grades
Third-party chrome production
Average metallurgical grade chrome concentrate contract
price – 42% basis
Metallurgical grade chrome concentrate
contract price
Average exchange rate
Group revenue
Gross profit
Net profit for the year
EBITDA
Headline profit
Headline earnings per share
Gross profit margin
Net cash flow from operating activities
Net (cash)/debt
Capital expenditure
Dividend
kt
m3:m3
kt
kt
g/t
%
koz
US$/oz
ZAR/oz
%
%
%
kt
kt
kt
kt
US$/t
CIF China
ZAR/t
CIF China
ZAR:US$
US$m
US$m
US$m
US$m
US$m
US cents
%
US$m
US$m
US$m
US cents
* Includes the processing of 99.0 kt of commissioning tails through the processing plants
^ Per 200 000 man hours worked
#
Including Vulcan contractors
0.13
0.26
5 263
82
4 177.3
12.8
5 409.8
4 122.0
1.64
66.5
144.7
1 893
34 107
17.9
67.6
29.2
1 580.1
1 356.9
223.2
201.9
0.41
0.34
0.09
0.27
3 712
67
5 505.4
12.8
5 608.2
4 274.5
1.70
76.6
179.2
2 564
40 437
17.4
68.3
28.2
1 582.7
1 233.2
349.5
188.2
4 412#
57
5 379.9
11.6
5 600.0
4 248.2
1.49
77.6
157.8
3 074
45 336
17.9
63.3
26.9
1 506.1
1 141.5
364.6
223.0
3 082
48
4 971.1
12.1
5 036.1
3 765.9
1.46
80.1
142.1
1 704
27 691
18.2
62.1
26.7
1 344.8
1 023.2
321.6
169.8
2 826
129
4 627.1
8.3
4 836.0*
3 605.9
1.47
82.1
139.7
1 081
15 531
18.1
62.0
26.7
1 290.0
977.9
312.1
241.1
263
209
154
140
162
4 840
18.2
649.9
153.3
86.8
136.8
84.8
28.3
23.6
148.3
(129.4)
97.1
5.0
3 345
15.8
686.0
245.7
167.1
237.3
117.4
41.1
35.8
173.7
(80.4)
105.0
7.0
2 284
14.8
596.3
207.4
131.5
224.3
103.1
38.3
34.8
208.4
(46.6)
106.0
9.0
2 231
16.2
406.0
130.4
54.9
113.4
44.9
16.9
32.1
73.0
21.1
70.6
3.5
2 525
14.4
342.9
60.4
8.4
51.6
12.8
5.0
17.7
69.9
12.0
43.9
0.75
tharisa plc 2023 integrated annual report 13
Unit
2018
2017
2016
2015
2014
Year ended 30 September
0.18
0.07
0.36
0.06
0.14
2 430
86
4 875.0
7.9
5 105.3
3 718.1
1.51
84.1
152.2
923
12 038
18.2
66.0
28.4
1 448.0
1 080.3
367.7
221.8
2 256
75
5 025.1
7.5
4 916.2
3 599.2
1.56
79.7
143.6
786
10 492
17.8
64.1
27.1
1 331.2
1 008.1
323.1
20.0
2 187
52
4 837.2
7.3
4 656.3
3 575.6
1.65
69.9
132.6
736
10 881
18.0
62.7
26.7
1 243.7
974.3
269.4
–
2 000
59
4 183.2
10.7
4 400.4
3 446.2
1.62
65.8
118.0
885
10 593
18.3
58.0
25.5
1 122.2
1 009.4
112.8
–
1 938
66
3 908.5
10.6
3 913.1
3 060.4
1.63
48.8
78.2
1 103
11 622
19.4
59.4
27.7
1 085.2
937.0
148.2
–
186
200
120
158
158
2 415
13.1
406.3
108.5
51.0
101.9
49.1
19
26.7
89.8
10.6
48.2
4.0
2 667
13.4
349.4
122.7
67.7
115.6
57.8
22
35.1
75.7
(0.1)
26.4
5.0
1 751
14.8
219.6
54.5
15.8
43.0
14.3
6
24.8
22.2
41.4
12.3
1.0
1 676
12.0
246.8
43.1
6.0
29.0
4.7
2
17.5
41.3
40.7
24.6
–
1 546
10.6
240.7
32.6
(54.9)
16.5
(48.9)
(20)
13.5
22.4
66.5
24.3
–
kt
m3:m3
kt
kt
g/t
%
koz
US$/oz
ZAR/oz
%
%
%
kt
kt
kt
kt
US$/t
CIF China
ZAR/t
CIF China
ZAR:US$
US$m
US$m
US$m
US$m
US$m
US cents
%
US$m
US$m
US$m
US cents
On-mine lost time injury frequency (LTIF) rate^
(Tharisa Minerals)
On-mine lost time injury frequency (LTIF) rate^
(Karo)
On-mine employees including contractors
Other group employees
Reef mined
Stripping ratio
Reef milled
PGM flotation feed
PGM rougher feed grade
PGM recovery
6E PGMs produced
Average PGM contained metal basket price
Average PGM contained metal basket price
Cr2O3 ROM grade
Chrome recovery
Chrome yield
Chrome concentrates produced (excluding third party)
Metallurgical grade
Specialty grades
Third-party chrome production
Average metallurgical grade chrome concentrate
contract price – 42% basis
Metallurgical grade chrome concentrate
contract price
Average exchange rate
Group revenue
Gross profit
Net profit for the year
EBITDA
Headline profit
Headline earnings per share
Gross profit margin
Net cash flow from operating activities
Net (cash)/debt
Capital expenditure
Dividend
^ Per 200 000 man hours worked
OVERVIEWtharisa plc 2023 integrated annual report
14
CHAIRMAN’S REVIEW
In my review last year, I spoke about the tough challenges the mining industry endures year
in and year out. While I have seen in over 60 years how resilient the industry as a collective is,
I need to applaud the ingenuity and resilience of the people, employed by Tharisa and
the industry. They deal with matters and daily challenges decisively that are often beyond
their control.
Tackling complex mining issues starts with a safe working
environment. It has been over a year since we reported on our first
fatality in seven years, and so on 5 October 2023 we remembered
our fallen colleagues with the unveiling of our Faith statue on the
Tharisa site. Our safety record has improved dramatically, and we
have commenced the new financial year with similar improvements.
I attribute this to the people involved in our day-to-day operations,
but also need to commend their leadership qualities in dealing with
these matters. Giving people the freedom to develop these leadership
qualities has partly ensured the sustainable growth we have seen in
the past 15 years at Tharisa. Yet at the same time giving them the
support that is needed to cement the foundation of this sustainable
growth. With that in mind, we have implemented an improved
system to assist the human factor in ensuring our employees return
safely to their families – every day; the system is aimed at collecting
data and human inputs to provide us with a better understanding of
the complexities of operating. Thus, it allows our people to not only
listen but also engage and act on their learnings.
’MINING IS NOT AN
OPTION, BUT THE
WAY WE DO IT IS’.
LOUCAS POUROULIS
However, human resilience goes further. This safe environment allows
us to act on our stated strategy of consistently innovating and using
technology as our enabler to go where others may not necessarily
wish to go. We need to be innovative and resilient as, once again,
the infrastructure problems in our main operating country,
South Africa, became all too evident with further interruptions in
power supplies and collapse of the rail networks. Unfortunately, the
opportunities lost due to the lack of adequate infrastructure is felt
across the country, across all sectors. While commodity prices have
had their own effect, the infrastructure failures are preventing
economic growth and job creation leading to significant job cuts in
South Africa, something the country cannot afford.
That said, I am extremely proud that we have to date managed to
avoid these measures and have added to our staff complement with
the construction commencement at Karo Platinum, where we know
the impact of a single job is even more significant on the economy
than most southern African countries.
We have played a vital role in stimulating the South African economy
and, through our export earnings, direct and indirect taxes and
royalty payments, have contributed US$515 million to the economies
in which we operate. Over the last 15 years, we have proven how
significant our contribution has been to the economies we operate
in. Provide us with the climate and opportunity to build a successful
business and the benefits will only be too evident to see for all
stakeholders. We embrace and thrive in an environment that is
conducive to growth and value creation through support at all levels
of investment, governance and infrastructure.
Mining is not an option, but the way we do it is. The past year
has resonated with this statement for several reasons. In our quest to
decarbonise the world, we have continuously shown that mining
plays a vital role in our efforts to create a better planet. And while
some may argue that some metals are more important than others, I
maintain that all mining is vital; with some commodities in transition,
others increasing in importance. We have a suite of commodities that
play a significant role in making the planet more sustainable and
better for future generations. We are innovatively ensuring that we
maximise their benefits for future generations.
When tackling multi-decade, multi-million-dollar projects, being
swayed by short-term movements and events will ensure the dream
to build a sustainable mine will never succeed. I started off my review
with the resilience of the people the mining industry employs. At
Tharisa, we have managed to attract an excellent set of wise minds
while sourcing young, exceptionally bright talent eager to energise
this industry, talent that strives to make a positive difference in the
world we all live in.
tharisa plc 2023 integrated annual report I
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Loucas Pouroulis
Chairman
As Chairman my vision is to ensure that we are focused on our path
of innovative value creation, and that we stay on this path that drives
returns for all stakeholders, driven by the people in an operating
environment that encourages the wisdom of experience with the
energy of youth.
I know we have achieved this at Tharisa to date, and I am more
passionate and excited to see the new Tharisa evolve and grow into a
multi-faceted business that we are all proud of.
I look forward to doing this safely.
Loucas Pouroulis
Executive Chairman
STRATEGIC REVIEWtharisa plc 2023 integrated annual report
16
HOW THARISA CREATES SHARED VALUE
The Group continues to explore beneficiation opportunities through innovation
and technology.
INPUTS
VALUE THROUGH OUR PEOPLE
• Fully committed to zero-harm culture
• Skilled workforce
• Experienced entrepreneurial leadership
• Human resource development
VALUE IN OUR ASSETS AND INFRASTRUCTURE
• Mining and exploration rights
• Significant resource across two assets
• Long-term open pit life of mine at Tharisa Mine
• Modular processing plants
• Access to road and rail networks
• Access to port facilities
• Regulatory compliance
VALUE WITH OUR FINANCIAL MANAGEMENT
• Operationally cash flow positive
• Capital expenditure – stay-in-business capex and optimisation projects
• Access to capital
• JSE and LSE listing – capital markets
VALUE THROUGH CONSISTENT INNOVATION
• Optimisation – mining, processing and beneficiation
• Research and development
– New technology aimed at creating a circular economy – Redox One battery technology
– Development of niche products
– Piloting PGM-rich alloy smelting and refining technology
VALUE FOR OUR STAKEHOLDERS
• Employees
• Shareholders
• Communities
• Customers
• Suppliers
• Governments
• Municipalities
• Regulators
VALUE WITH CAREFUL ENVIRONMENTAL AWARENESS
• Resource management, i.e. energy use and water availability
• Land management, including biodiversity conservation, rehabilitation, and
closure planning
• Environmental compliance
• Managing and minimising waste streams
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OUR ACTIVITIES
OUTPUTS
PROJECT DEVELOPMENT
MINERAL EXTRACTION
• Construction commencement
of Karo Platinum Project
• Solar energy provision
with strategic partners
• Sustainable mining
• Creating operational flexibility
• Exploration for the future
BENEFICIATION
• Producing PGMs and chrome
concentrates,
including metallurgical grade and
specialty grade
RESEARCH AND
DEVELOPMENT
• Improving recoveries
• Commercialisation of Arxo
Metals beneficiation site
• Energy generation and storage
opportunities (Redox One)
using own products
MARKETING AND SALES
• Sales of PGM concentrate
• Marketing and sales of chrome
concentrates to customers
globally
• Agency agreements with
third-party businesses
LOGISTICS
• Road transport of PGM
concentrates
• Road and rail transport of
chrome concentrates to port
• Shipment of product to
customers
PLATINUMPtRUTHENIUMRuRhRHODIUMIrIRIDIUMCrCHROMIUMAuGOLDPdPALLADIUMPLATINUMPtRUTHENIUMRuRhRHODIUMIrIRIDIUMCrCHROMIUMAuGOLDPdPALLADIUMPLATINUMPtRUTHENIUMRuRhRHODIUMIrIRIDIUMCrCHROMIUMAuGOLDPdPALLADIUMPLATINUMPtRUTHENIUMRuRhRHODIUMIrIRIDIUMCrCHROMIUMAuGOLDPdPALLADIUMPLATINUMPtRUTHENIUMRuRhRHODIUMIrIRIDIUMCrCHROMIUMAuGOLDPdPALLADIUMPLATINUMPtRUTHENIUMRuRhRHODIUMIrIRIDIUMCrCHROMIUMAuGOLDPdPALLADIUMPLATINUMPtRUTHENIUMRuRhRHODIUMIrIRIDIUMCrCHROMIUMAuGOLDPdPALLADIUMtharisa plc 2023 integrated annual report
18
HOW THARISA CREATES SHARED VALUE CONTINUED
OUTCOMES
PEOPLE
OUR FULL VALUE CHAIN
Over 700 people employed from the local community at Tharisa Minerals
Created over 800 new job opportunities in Zimbabwe with 374 people
from the immediate local community
US$2.3 million spent on skills development training
62 interns, graduates, and learnerships
0.13 LTIFR per 200 000 man-hours worked at Tharisa Minerals
0.26 LTIFR per 200 000 man-hours worked at Karo Platinum
ASSETS AND INFRASTRUCTURE
RESOURCES
Production of saleable product: 5.4 Mt reef milled with 144.7 koz PGMs
and 1.58 Mt chrome concentrates produced
Depletion of resources: 4.2 Mt reef mined
Responsible management and efficient use of our assets
MINING
FINANCIAL
Operating profit: US$94.7 million
Cash generated from operations: US$148.3 million
Currency inflows into South Africa (direct and indirect) US$451.6 million
Direct and indirect taxes and royalties: US$64.2 million
Total dividend: US 5.0 cents per share
INNOVATION
Process improvements
Operates across the value chain – from mine to end customer
PGM beneficiation using DC technology
Energy storage using chrome electrolyte
STAKEHOLDERS
Total amount spent on procurement from HDP, women and B-BBEE
compliant companies: ZAR2.27 bn
Shareholder returns (EPS): US 27.4 cents per share
Customers: quality of products, consistent deliveries
ENVIRONMENT
Total energy consumption: 2 241 328 MWh
Cumulative rehabilitation provision: US$20.6 million
Total water consumption: 1 776 553 m3
Total CO2 emissions (Scope 1): 123 555 tCO2e
Find further information on our
Value Creation on pages 18 and 19
PROCESSING
LARGE SCALE
MECHANISED
DERISKED
tharisa plc 2023 integrated annual report
OUTCOMES
OUR FULL VALUE CHAIN
19
THARISA MINERALS
KARO PLATINUM
844.8 Mt resources at 1.45 g/t 5PGE +
168.8 Mt resources at 1.99 g/t
Au; and 19.67% Cr2O3
3PGE+Au
13-year long open pit
+60-year underground extension
Mined 4.2 Mt of ROM reef
Phase 1 open pit
Earthworks complete
Pilot open pit mining
Milled 5.4 Mt of ROM
144.7 koz of PGMs produced
1.58 Mt of chrome concentrates
The metallurgical plant will consist of
three crushing stages followed by two
milling stages with rougher flotation
following each stage with a pilot PGM
concentrator fully operational
One of the world’s largest single
chrome resources
Karo Platinum Project covers an area
of 23 903 ha, 12% of the area has
been explored to date
Mechanised open pit mining
Mechanised, open pit mining planned
from four pits
In production
Operational flexibility
Major capex complete
Excellent infrastructure in the area
Construction and concrete pour have
commenced
Trial mining well underway
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20
STAKEHOLDER ENGAGEMENT
The Group’s stakeholder engagement strategy aims to maintain good working
relations, manages social risk and develops solutions to social challenges
faced by its stakeholders.
MEANS OF ENGAGEMENT
STRATEGIC PILLAR IMPACTED
IMPACT ON ALL STAKEHOLDERS
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
SHAREHOLDERS
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
EMPLOYEES
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
LABOUR UNIONS
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
COMMUNITIES
• SENS/RNS announcements
• Annual report
• Company website
• Face to face and online meetings
•
Social media
• Company website
• Daily supervisor/manager interaction
• Ongoing safety training on the Tharisa Mine
and Karo
• Tharisa and Karo wellness programmes
and campaigns
• Social media campaigns/Tharisa Hub
• Regular contact with union leadership
• Tharisa Mine labour forum meets monthly
• Regular meetings with various community
leadership structures
• CSI programmes
• Career-sharing information for pupils
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
CUSTOMERS
• Customer site visits
• Commodity conferences
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
GOVERNMENT
• Regular engagement with local and provincial
government and municipalities
• Scheduled and unannounced site visits by
regulators
1
3
5
1
2
6
2
6
2
6
1
2
3
4
1
2
6
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
SUPPLIERS
• Contract terms negotiated and agreed
• Standard contract terms for suppliers of goods
1
2
3
4
6
STATE-OWNED ENTITIES
1
2
6
• Continuous interaction
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
FINANCIERS
ANALYSTS
COMMUNITIES
TRADE UNIONS
GOVERNMENT
SUPPLIERS
CUSTOMERS
FINANCIERS
• Telephonic and electronic communication,
particularly on working capital facilities
• Annual review of working capital facilities
1
2
3
4
5
• Company website and social media
• SENS/RNS announcements
• Site visits
• Social media channels
1
3
4
5
EXPAND AND ROLL OUT THE
BUSINESS SUSTAINABLY
FURTHER OPTIMISE EXISTING
OPERATIONS
CONTINUE TO INVEST IN
INNOVATIVE THINKING
BECOME A GLOBAL AND
DIVERSIFIED BUSINESS
BE THE INVESTMENT OF CHOICE
IN OUR CHOSEN SECTOR
RESPONSIBLY ENRICH THE LIVES
OF ALL OUR STAKEHOLDERS
1
2
3
4
5
6
• Union recognition and negotiations at Tharisa Minerals• Monthly liaison with shop stewards• Regular employee engagement forum meetings at the Tharisa Mine• Tharisa newsletters and posters• Tharisa induction and ongoing skills development training• Interim and integrated annual reporting• Quarterly production updates• Annual general meeting (’AGM’)• Adult Education and Training (’AET’), leadership and bursaries• Community forums• Local upliftment and wellness programmes and projects• Potable water• Refuse collection• Grading of roads• Regular customer meetings• Electronic and telephonic communication• Monthly, quarterly and integrated annual reports to the South African and Zimbabwean authorities• Procurement policies, tender process• Verbal and electronic communication• Reporting on a monthly, bi-annual and annual basis• Presentations and meetings with management• Tharisa Mine site visits by debt providers• Roadshows and analyst briefings• Interim and annual reporting• Annual report• Quarterly production reports• Regular face-to-face meetings• Electronic communicationtharisa plc 2023 integrated annual report Tharisa’s stakeholder engagement framework is ever evolving to align itself not only to
best practices but to also incorporate requirements in new jurisdictions that the Company
has entered.
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Lungile Mbatha – Load and Haul Managertharisa plc 2023 integrated annual report
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CHIEF EXECUTIVE OFFICER’S REVIEW
This year, we celebrate 15 years of partnership with our suppliers, service providers and
customers. These partnerships throughout the volatility of global economic and commodity
cycles have supported Tharisa into becoming a sustainable and successful business. We could
not have developed the Group to such an extent had it not been with the partners and
stakeholders that we have had over the years, and in this partnership, we include our
employees. I often quote a figure of 50 000 people’s lives that we impact positively daily.
This number is by no means a stretch of the imagination when one
considers the multiplier effect and spin-off SMMEs that originate
from a vast mining and development environment employing more
than 5 000 employees and contractors in the Tharisa Group. We are
proud of our contribution to local, regional and national economies,
with mining, processing and the development of key strategic
projects being the cornerstone of employment, foreign direct
investment and export revenues for the countries we operate in.
This impact would not be possible if we did not continuously invest in
our business and strategy. Mining, by its nature, is a capital-intensive
industry, and healthy margins are required to ensure capital is
generated to invest in the assets. In our case, assets stretch over
multiple generations, with a conservative 70 years at the Tharisa
Mine and many decades of resource to be developed at Karo
Platinum. The key to considering investment over such multiple
generations is that we take a measured and responsible approach
when investing in the countries we operate in, ensuring sustainability
and maximum benefit for all stakeholders. We are conscious of the
impact that mining may have on the environment and are committed
to ensuring that our activities are appropriate to the global benefit of
the critical metals we produce and equally motivated by the positive
impact we create when we invest in communities and host nations.
Our purpose statement is enriching lives through innovating the
resources company of the future. I do not doubt that we are on
track to deliver on this purpose. There are many challenges in
building and creating this resources company especially in a world
and economies that have not fully realised and understood the vital
role metals and mining play. Aside from benefit to people,
partnerships and governments, what underpins my firm belief is that
I am consciously aware that if we are to create a better planet,
sustainable mining is the cornerstone that unlocks this circular
economy. Mining is, at this moment in time, more important than
ever before. Mining was the cornerstone that created economic
growth historically. And mining will be the cornerstone to create a
decarbonised world, given the commodities required to achieve
various global targets. Mining is the industry that remains relevant as
a conduit for change, with all metals vital and growing in significance
for this change to be successful and sustainable. As our Chairman
has stated throughout the years, mining is not an option, but the
way it is done is. And, in our quest to create the resource company of
the future, I am convinced that our strategy and how we operate
makes mining a viable industry.
At Tharisa, we have consciously chosen to be developers of mines.
Building mines is not easy, as it takes time, patience, capital and
the conviction to invest through commodity and economic cycles.
We believe that employing a strategy of mine development creates a
solid foundation to successfully deliver on our strategy of growth and
innovation by challenging convention from the outset.
We embrace six pillars that drive our purpose statement, leading to
the business and its future.
They are not meant to be hierarchical in nature but collaborative with
one another to achieve the objective of sustainable growth and value
creation. However, it is innovation which is a primary focus. The
innovative thinking of the founders of the business ensured we could
create what is the Tharisa Mine today. At no time in the past had
anyone thought to exploit what is traditionally a chrome-rich
resource for not only the chrome, which is a vital ingredient in the
decarbonisation efforts of the planet, but the innovative thinking also
ensured that we can extract PGMs from this chrome rich seam in a
viable, profitable manner, and in turn, again contribute to the global
community in decarbonising the planet, through the myriad of
applications that PGMs provide businesses with.
ENRICHMENT – responsibly enrich the lives of all our stakeholders
EXPANSION – expand and roll out the business sustainably
DIVERSIFICATION – become a globally diversified business
OPTIMISATION – optimise existing operations
INVESTMENT – be the investment of choice in our chosen sector
INNOVATION – continue to invest in innovative thinking
We are also an innovative company and constantly look for ways
to generate value from developing new technologies. The most
important development during the year was moving forward with
our ‘Mine to Megawatt’ strategy, within which Redox One has the
potential to reshape the energy storage landscape through its
proprietary iron-chrome redox flow battery technology. Not only can
this contribute to cleaner and better energy supply at the Tharisa
Mine but also has the potential to be deployed more broadly to
provide benefits to communities and industry with an energy storage
solution that is cost effective and sustainable.
We began our financial year in October of last year with the first
fatality in over seven years at the Tharisa Mine. The shock sat deep as
we pride ourselves in the safe nature of our operations and are all
too conscious that we wish to see all our employees return to their
families safely from work. On the anniversary of the fatality, we
unveiled the Faith statue at the Tharisa Mine as a reminder to the
colleagues and friends we have lost to the Tharisa family, both onsite
and beyond the mine gates. Faith is the cornerstone on which our
life is built, allowing us to dream and believe in the beauty of our
aspirations.
tharisa plc 2023 integrated annual report I
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Phoevos Pouroulis
Chief Executive Officer
But we do not rely on dreams and faith alone to build our businesses.
Our employees are critical in this drive. I could not be prouder of my
colleagues when I look back at the operational performance in the
past year. This may seem like a contradiction as we did not achieve all
our set goals and targets. However one needs to understand the
context and the challenging conditions we operated in. We as with
many of our peers, were faced with above inflationary cost pressures
in a declining PGM basket pricing environment, and an even more
challenging operating environment with criminality, failing
infrastructure, unemployment and regulatory pressure to bear. This all
coupled with a poor mining performance at Tharisa, exacerbated by
severe weather conditions and a back log of waste mining resulted in
lower ROM tonnes delivered to the processing plants. We alleviated
this by introducing external third-party ROM with varying grades and
oxidative states resulting in lower PGM recovery while maintaining
positive chrome concentrate output. We also introduced a third party
waste mining contractor to assist in mining the waste backlog,
further increasing our on-mine cash costs, but ensuring we can
access the reef horizons in the future.
In addition, healthy chrome concentrate prices and the weaker Rand
to the US$ exchange rate, softened the impact of inflationary
pressures, supporting decent margins.
Considering the challenges faced not only from the increases in our
cost structure, power supply constraints and the rail and port logistics
failures, the co-product business model of the Tharisa Mine once
again has reflected and shown continuous resilience.
− Chrome production for the year at 1 580.1 kt (FY2022: 1 582.7 kt)
− PGM production for the year at 144.7 koz (FY2022: 179.2 koz)
While average annual metallurgical grade chrome concentrate prices
were up 25.8% at US$263/t (FY2022: US$209/t) year on year, a
significant last quarter-on-quarter PGM price decrease of 21.5% to
US$1 331/oz (Q3 FY2023: US$1 695/oz) (6E basis) accelerated the
annual price retreat of 26.2% with average prices received at
US$1 893/oz (FY2022: US$2 564/oz). Nevertheless, the Company
generated a profit of US$86.8 million for the year, headline earnings
of US$28.3 cents per share, as we continued to return profit to
shareholders with a circa US$15 million payment in dividends to
our shareholders.
tharisa plc 2023 integrated annual report
24
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
At Tharisa, our margins remain strong due to our mechanised
low-cost operations, with a continued disciplined capital allocation
strategy, ensuring investment in our existing businesses, innovation
and providing sustainable growth and return to shareholders.
Through continuous optimisation at the Tharisa Mine, investment in
downstream beneficiation, and our commitment to developing the
long-term Tier 1 Karo Platinum Project in Zimbabwe, our strategy to
grow the company is intact. Moreover, our investment in solar power
and battery technology will improve the sustainability of our
operations and enable us to deliver on our decarbonisation
objectives.
The next year is likely to be equally challenging from the point of
view of capital markets and commodity pricing. Nevertheless, I am
encouraged by our resilience thanks to the mitigation steps put in
place over the past year. We are able to operate cost effectively, and
increasingly sustainably, while developing opportunities to provide
long-term value from diversification and growth to both shareholders
and the communities in which we operate.
Yours in health, safety and sustainability.
Phoevos Pouroulis
Chief Executive Officer
The continued weakness of PGM prices has influenced the financing
market. After a strategic review, we extended the Karo Platinum
Project development timeline by 12 months to June 2025. We will
keep this matter under review and should conditions improve, we
have the flexibility to accelerate development.
In an unpredictable macroeconomic environment, we need to ensure
that our capital discipline continues to withstand the complexities
and demands of our business and our stakeholders. Our capital
allocation is based on the strength of our balance sheet and in line
with the need to provide capital in three forms – to keep our existing
operations well capitalised for the multiple generations that they
will serve, to allocate capital to growth and innovation in a
non-renewable resource environment and to return capital to
shareholders. We have maintained our stated dividend policy and
have not been influenced in the short term by the market conditions.
We believe this creates certainty for investors and stakeholders in a
volatile and unpredictable market.
The decision to extend the Karo Platinum Project timeline ties in with
this strict capital discipline policy, and we believe that there is market
support in alignment with our decision. We believe in the future of
the commodities we mine and the vital role these strategic
commodities play in an ever-evolving world transitioning to a
greener future. Unfortunately the suppressed PGM basket price has
far-reaching consequences to primary supply, with employment,
expansion and investment all at risk. The structural damage to the
PGM supply side will be felt for some time and should ultimately
result in an upward shift in prices. While current markets are volatile
and unpredictable, we believe in the medium-term outlook for PGMs
underpinned by a supply-side constrained economy with new and
growing applications of these precious metals. This belief in the PGM
market is supported by a robust chrome market driven by
real demand.
Value sharing this year
Group employees and contractors
Female employees
5 236
~26%
Multiplier effect
>50 000
Currency inflows into
South Africa (direct + indirect)
US$451.6m
Global direct taxes and royalties
Global indirect taxes
US$58.6m
US$5.6m
tharisa plc 2023 integrated annual report 25
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tharisa plc 2023 integrated annual report
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CHIEF FINANCE OFFICER’S REVIEW
Vital numbers
Revenue
US$649.9m
5.3%
(2022: US$686.0m)
Profit before tax
US$114.3m
48.1%
(2022: US$220.2m)
Operating profit
US$94.7m
48.7%
(2022: US$184.5m)
EBITDA
US$136.8m
42.4%
(2022: US$237.3m)
Net cash from operating activities
Cash and cash equivalents*
US$148.3m
14.6%
(2022: US$173.7m)
US$269.0m
87.7%
(2022: US$143.3m)
EPS
US 27.4c
49.1%
(2022: US 53.8c)
HEPS
US 28.3c
31.1%
(2022: US 41.1c)
Annual dividend**
US 5c
(2022: US 7c)
17.3% of NPAT
* includes amounts held in financial and other assets
** includes interim dividend of US 3 cents
Our co-product model has once again proved its robustness notwithstanding the
challenging global macroeconomic environment characterised by trailing core inflation,
commodity price pressures, exchange rate volatility, heightened geopolitical tensions and
infrastructure constraints in electricity, rail and port, the Group remained unwavering.
The 25% increase in chrome prices as a result of the sound stainless-
steel industry fundamentals cushioned the 26.2% decline in PGM
prices. Operational mining challenges with constrained in-pit access
necessitated the purchase of third-party ROM ore to maintain the plant
throughput, coupled with the processing of a sub-optimal ore mix,
PGM recovery, production and sales volumes were adversely impacted.
Chrome sales volumes were maintained at comparable levels to the
prior year thus offsetting the decline in PGM sales volumes. With a
consistent and disciplined capital allocation strategy, ensuring
continued investment in our existing businesses while accommodating
expansionary commodity and geographical diversification in line with
our Vision 2025, our growth strategy will ensure that we will continue
to provide sustainable growth and real returns to our stakeholders.
The Group remains steadfast in ensuring continued returns for its
shareholders with our dividend payout ratio of 17.3% for the year,
exceeding our stated minimum dividend policy.
Report
Revenue for the period amounted to US$649.9 million (2022:
US$686.0 million), a marginal decrease of 5.3% as a result of the
decline in PGM prices offset by the uptick in realised chrome prices.
With anticipated increases in demand emanating from the stainless-
steel industry, realised chrome prices are expected to remain firm.
PGM revenue for the period contributed 30.5% of the total revenue,
at US$198.5 million. The breakdown of the PGM revenue is depicted
in the graph below, reflecting the contribution from rhodium being
the dominant share of the PGM revenue basket while contributing
less than 10.0% of the PGM prill split.
tharisa plc 2023 integrated annual report I
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Michael Jones
Chief Finance Officer
Year to date September 2023 (%)
8
1 0
3
0
34
40
14
● Pt
● Pd
● Rh
● Au
● Ru
● Ir
● Ni
● Cu
Given the expected supply deficits for the PGM market in the short
to medium-term, an uptick in PGM prices is expected as a result of
market fundamentals. Our margins remain strong due to our
mechanised low-cost operations which benefitted the Group well
given the uptick in ZAR inflationary and operational cost pressures
experienced during the period. These cost pressures were partially
offset by the depreciation of the ZAR:US$ by 15.2%.
Chrome contributed 60.0% of total revenue, at US$390.0 million
with revenue increasing 32.1% primarily due to a 25.8% increase
in metallurgical grade selling prices as chrome sales volumes
remained relatively consistent at 1 530.6 kt (2022: 1 526.0 kt).
Metallurgical grade sales totalled 1 319.3 kt (2022: 1 219.2 kt),
an 8.2% increase and speciality grade, higher value, sales totalled
211.3 kt (2022: 306.8 kt), a 31.1% decrease.
tharisa plc 2023 integrated annual report
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CHIEF FINANCE OFFICER’S REVIEW CONTINUED
As a co-producer of PGMs and chrome concentrates, the shared
costs of production for segmental reporting purposes are based on
the relative contribution to revenue at the Tharisa Minerals level on
an ex-works basis. As a result of the increase in chrome sales prices,
the shared costs allocation was revised to 55.0% allocated to the
chrome segment (2022: 30.0%) and 45.0% to the PGM segment
(2022: 70.0%).
The major on-mine cash cost of sales (excluding selling expenses and
including purchased ROM ore) are summarised in the graphs below.
PGM cash cost of sales YTD September 2022 (%)
1
12
18
5
7
28
17
● Mining
● Consumables
● Diesel
12
● Royalties
● Electricity and utilities
● Labour
● Overheads
● Purchased ROM ore
PGM cash cost of sales YTD September 2023 (%)
18
25
11
15
15
3
6
7
● Royalties
● Electricity and utilities
● Mining
● Consumables
● Diesel
● Labour
● Overheads
● Purchased ROM ore
The following analysis computes the cash costs (i.e., excluding
non-cash flow items such as depreciation) on a per cube and per
ROM tonne mined for mining costs and then further analyses the
costs on a per tonne milled basis. Costs related to deferred stripping
(which are capitalised) of US$4.4 million (2022: US$15.1 million)
were excluded from the per tonne milled analysis.
Metric
Unit
30 Sept
2023
30 Sept
2022
%
Change
Cost per cube
US$/m3
mined*
Reef mined
kt
Cost per reef tonne* US$/t
kt
Tonnes milled
On mine cash cost
per tonne milled
Consolidated cash
cost per tonne
milled
US$/t
US$/t
10.4
4 177.3
38.8
5 409.8
8.5
5 505.4
32.4
5 608.2
56.7
46.4
22.1
(24.1)
19.9
(3.5)
22.2
62.2
52.9
17.7
Average sea freight rates decreased 35.6% during the period to
US22.9/t (2022: US$35.7/t).
Gross profit for the period amounted to US$153.3 million (2022:
US$245.7 million). The gross profit margin decreased to 23.6%
(2022: 35.8%) primarily due to lower PGM prices and sales volumes
partially offset by steady chrome sales volumes, consistent gains in
the realised chrome price as well as the benefit of the weaker ZAR to
US$ exchange rates negating the impact of the inflationary cost
pressures incurred in ZAR with further relief from the lower freight
rates.
EBITDA decreased by 42.4% totalling US$136.8 million (2022:
US$237.3 million).
The Group generated a profit before tax of US$114.3 million
(2022: US$220.2 million) a 48.1% decrease softened by positive
net fair value gains of US$22.0 million.
The tax charge totalled US$27.6 million (2022: US$53.1 million) with
an effective tax charge of 24.1% (2022:24.1%) for the period. Cash
taxes paid amounted to US$30.0 million (2022: US$41.2 million).
Total comprehensive income for the period, as a consequence of
a foreign currency translation charge of US$12.8 million (2022:
US$69.7 million amounted to US$73.9 million (2022:
US$97.4 million).
Basic earnings per share for the period amounted to US 27.4 cents
(2022: US 53.8 cents).
The return on invested capital calculated as the net operating profit
after tax divided by the average invested capital (comprising of total
assets less cash and non-interest-bearing short-term liabilities), for
the period under review was 10.5% (2022: 23.5%).
The Group has continued to increase its shareholding in Karo Mining
Holdings as it subscribed for new ordinary shares, increasing its
shareholding to 75.0%. Karo Mining Holdings currently controls an
indirect 85.0% of the shareholding of Karo Platinum with the
Republic of Zimbabwe (through Generation Minerals (Private)
Limited) holding the remaining 15.0% on a free funded carry basis.
In addition, the Zimbabwean Government holds an option to
increase its shareholding by a funded 11.0% from the current
15.0% to 26.0% after 24 months but before 36 months from
30 March 2022. As at 30 September 2023, the option was valued
at US$11.0 thousand.
tharisa plc 2023 integrated annual report
29
Total capex for the period totalled US$97.1 million. Of which,
US$27.3 million pertained to the mining fleet and US$11.8 million
related to other assets. Total capex for the Karo Platinum Project
amounted to US$46.3 million.
Dividend
In accordance with Tharisa’s dividend policy of distributing at least
15.0% of the annual NPAT. The Board has proposed a final dividend
of US 2.0 cents per share subject to the necessary shareholder
approval at the AGM. This is in addition to the interim dividend of
US 3.0 cents per ordinary share. The total dividend amounts to
US 5.0 cents per ordinary share representing a payout ratio of
17.3% of NPAT.
Michael Jones
Chief Finance Officer
The syndicated ABSA and SOCGEN facilities of US$130.0 million
were concluded during the period, comprising a US$80.0 million
term loan and US$50.0 million revolving credit facility, with a tenor of
42-months for each facility. During September 2023, US$80.0 million
(the total facility) of the term loan was drawn. The term loan has an
accelerated repayment profile. To mitigate commodity price volatility,
the lenders required Tharisa Minerals to enter into monthly derivative
commodity hedges (cash settled) equal to the capital repayments of
the term loan on a rolling 12-month basis. Tharisa Minerals has
therefore hedged certain of its platinum and palladium sales. The
Group has not yet drawn on the US$50.0 million revolving credit
facility.
An amount of US$60.0 million of the ABSA bridge facility was drawn
during the financial year. The bridge facility was repayable over a
12-month period. The bridge facility was repaid in full during
September 2023 as part of the initial drawdown of the syndicated
ABSA/SOCGEN term loan.
Finance costs for the period totalled US$7.1 million (2022:
US$4.8 million) a 49.2% increase due to the increases in global
interest rates in an attempt by central banks to curb trailing core
inflation as well as the increased debt following the drawdown of
the bridge loan.
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Rosinah Kobe – Intern mining engineeringtharisa plc 2023 integrated annual report
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CHIEF OPERATING OFFICER’S REVIEW
Tharisa is an integrated resource group critical to economies’ energy transition
and decarbonisation. It incorporates exploration, mining, processing, beneficiation,
marketing, sales, and logistics of PGMs and chrome concentrates, using innovation and
technology as enablers.
Our multi-operational business has been transformed from a single open pit mine to a
portfolio of assets complementing the business and operating in metals that we believe
are vital for the future sustainability of this planet.
Introduction
Reflecting over the last 15 years since the establishment of Tharisa,
it took foresight, vision and determination to establish a co-product
mine accessing lower-grade reef horizons compared to the mining of
the traditional higher-grade reef packages of the Bushveld Complex.
Innovation has led us to mining and extracting PGM and chrome
concentrates from the MG reefs and creating value for our
stakeholders by building a sustainable operation. The ethos of
continuous optimisation has seen the Group grow significantly over
this timeframe and has evolved to develop strategic business units
and projects.
While both PGMS and chrome concentrates are strategic in their
unique properties, they are critical in terms of their end uses and role
in the continued decarbonisation of the future economy. As
evidenced over the last year, the increase in chrome demand as
certain economies opened again, more than balanced the complexity
experienced in the PGM industry. The metallurgical grade chrome
price increase by 25.8% for the year to US$263/t, countered the
26.2% decrease in the PGM basket price to US$1 893/oz.
One-year relative PGM and chrome price performance
(%)
40
30
20
10
0
-10
-20
-30
-40
-50
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Jun-23
Jul-23
Aug-23
Sep-23
Oct-23
■ THM PGM basket ■ KPL PGM basket ■ Chrome ■ ZAR–US$
price
price
price
The commodity mix has ensured the sustainability of our business
model over the last 15 years and sets the foundation for the business
to continue for decades to come.
Safety
The safety and health of our people is a core value, with Tharisa
acknowledging that its people’s safety and health are critical to its
success. We have made significant strides in improving our safety
performance, echoed by the motto ’let us not forget’.
One of the significant projects that has been undertaken is
entrenching our fatal hazard codes across our business together
with improving our systems.
Tharisa Minerals achieved an LTIFR of 0.13 (2022: 0.41) per
200 000 man hours worked, a substantial improvement compared
to the previous year. Karo Platinum Project reported one LTI during
the year under review therefore recording LTIFR of 0.26 per
200 000 man hours worked (2022: 0.00).
I would like to thank our safety department for their unwavering
efforts and commitment, ensuring that each and every one of
our employees returns home safely, every day. The team have
re-embedded our safety protocols and fostered a culture of
wellbeing.
Operational highlights
Our integrated business model operating across the value chain,
allows the Group to deliver our products to our customers
timeously.
Our cornerstone operation, Tharisa Minerals, is a co-product
mine producing PGM and chrome concentrates. As reported
during the year, we faced several operational challenges, with the
mining operations being impacted by severe and unprecedented
rainfall in the first quarter, not seen in our history of operations.
Mining output from the open pit was constrained during the year,
resulting in 4.2 Mt (2022: 5.5 Mt) of reef mined. To ensure in-pit
flexibility a mining contractor was appointed on a short-term basis
to assist with the backlog of waste mining, and while benefits
were seen in the last quarter, the overall stripping ratio for the
year was reported flat at 12.8 m3:m3.
Additional mitigation measures for the reduced reef tonnes mined
and to replenish ROM inventory ahead of the processing plants
included securing third party ore to supplement feed to the plants,
maintaining our processing capacity at 5.4 Mt (2022: 5.6 Mt). The
mix of feedstock to processing plants, however impacted the
plant recoveries, owing to the ratio of oxidised ore and different
ore compared to the usual ore blend from our own mining. PGM
production for the year was reported at 144.7 koz, a reduction
of 19.3% compared to the prior year. Total chrome production
tharisa plc 2023 integrated annual report I
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Michelle Taylor
Chief Operating Officer
achieved similar levels to last year of 1.58 Mt, which included a larger
portion of chrome reporting from our unique fine chrome recovery
Vulcan Plant.
A strategic review of our mining operations is being undertaken to
ensure long-term sustainable operations. The review will cover the
constraints of the open pit operations evaluating the planning of
long-term reef access together with the global and regional
macroeconomic environment. The necessary assessments and studies
have commenced and progressed beyond the prefeasibility study
phase for the underground mining operation.
A measured and staged approach including concurrent underground
on-reef development in the west pit while open pit operations
continue in the east pit, allows the necessary timeframes to mine the
resource appropriately. This staged approach would initiate shallow
mechanised operations while balancing the open pit fleet
replacement strategy. This prudent decision will maintain the mine's
operational flexibility and provides further derisking to sustainably
accessing the multidecade resource. Considering this review, the
mineral reserves for Tharisa Minerals have taken this into account
and reflects a change in the classification and proportion of reserves
classified to open pit and underground, aligning with the potential to
access these reserves.
tharisa plc 2023 integrated annual report
32
CHIEF OPERATING OFFICER’S REVIEW CONTINUED
As part of our integrated business model, we deliver our PGMs
concentrate to our offtake partners Sibanye-Stillwater and Northam
Platinum.
Considering the over 1.3 Mt of chrome concentrates that we sell to
international customers, the failure of rail and lack of efficiency of
port facilities in the South African context has necessitated a
significant operational focus in the Group. The widely reported
systemic deterioration of the vital transport infrastructure and
networks with rail volumes reported at the lowest levels ever seen
and port facilities being severely congested and constrained have
impacted South Africa as a whole.
Arxo Logistics, has successfully navigated the challenges and
constraints and continues to deliver our products. The business
responded and actively managed alternative modes of transport and
utilised alternative port terminal facilities, with over 85% of our
chrome concentrates being transported on road compared to 80%
by rail historically. Working together with our trading division,
Arxo Resources, we delivered over 1.3 Mt of chrome concentrates
to international customers, feeding into the strong demand from
ferrochrome and stainless steel producers.
At the core of our innovation, Arxo Metals has successfully delivered
new and unique processes and solutions for the beneficiation of our
mineral products. The business has grown from laboratory scale
processes to delivering the Challenger Plant for the recovery of
specialty chrome concentrate, Vulcan Process for the recovery of fine
chrome particles and now the commercial operations of the Arxo
Metals Beneficiation Site which houses the 1 MW DC furnace for
downstream beneficiation of PGM concentrates. This centre of
innovation is focused on maximising the value extracted for each
unit mined and challenging convention. The commercial operations
are producing PGM alloy and demonstrating alternative chrome
beneficiation processes feeding into alternative end uses and
markets.
The PGM price environment necessitated a review of the
commissioning timeline of the Karo Platinum Project with the first
ore in the mill now planned for June 2025. The project team has
divided major workstreams into smaller commitments to ensure
continued development aligned with funding availability.
Manufacturing of key long-lead items are nearing completion.
Revised workstreams are being reviewed to accelerate the project
implementation when the PGM market becomes more favourable.
Pilot mining is continuing as planned to optimise mine design.
Considering the current macro environment, each of our businesses
are continually evaluating opportunities and levers that are within
their control, including implementing stringent cost control measures,
achieving economies of scale, and assessing capital allocation in line
with our financial policies without losing sight of the
multi-generational impact and development of our operations.
Outlook
The Tharisa Minerals production guidance for FY2024 is 145 koz to
155 koz of PGMs and 1.7 Mt to 1.8 Mt of chrome concentrates.
With thanks
During the challenging operational environment that we have
experienced since the onset of the COVID-19 pandemic, it is more
evident than ever, that our employees and their resilience,
determination and dedication are what makes our Group what it is.
I would like to thank our employees for their performance, in
particular over the last year. It is with our vision and determination
that we continue to strive for operational excellence to safely
delivering our targets for FY2024.
Michelle Taylor
Chief Operating Officer
tharisa plc 2023 integrated annual report 33
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OPERATIONAL REVIEW
Although Tharisa has a centralised support structure and levels of authority with uniform
policies and procedures, each distinct revenue stream is required to retain full ownership
and accountability for its alignment to the Group strategy, its performance, its growth and
ultimately its value add to the Group.
Tharisa plc (Cyprus)
Investment holding company
Operating and producing companies
(and Tharisa’s shareholding)
Growth projects
(and Tharisa’s shareholding)
OPTIMISE
EXISTING OPERATIONS
PGM production (5PGE + AU)
144.7 koz
INNOVATIVE
THINKING
Reef milled
5.4 Mt
Chrome concentrate production
1.58 Mt
Karo Mining Holdings – 75%Karo Platinum – 85%Tharisa Minerals – 100%Arxo Resources – 100%Redox One – 100%Arxo Metals – 100%Arxo Logistics – 100%Salene Chrome – 100%MetQ –100%tharisa plc 2023 integrated annual report THARISA MINERALS
Tharisa Minerals is 100% owned by Tharisa plc and is uniquely
positioned as a significant co-producer of both PGMs and chrome
concentrates. Tharisa Minerals’ core asset is the Tharisa Mine,
situated on South Africa’s western limb of the Bushveld Complex and
home to more than 70% of the world’s platinum and chrome
resources.
Tharisa Minerals mines and processes five MG chromitite layers.
The mined reef is processed through innovative engineering at two
separate plants, extracting both PGMs and chrome concentrates. This
combined co-product output reduces unit costs and positions Tharisa
Minerals in the lower cost quartile of operating costs in South Africa
for both PGMs and chrome concentrates.
Tharisa Minerals’ low unit costs, operating flexibility and multiple
polymetallic products have ensured that it is well placed to manage
commodity price and exchange rate volatility.
Its dual revenue streams provide a natural hedge against different
commodity cycles with the products used in various applications.
The Tharisa Mine remains a world-class, long-life asset that underpins
our business and will continue to provide a sustainable, low-cost
platform for multiple generations to come.
Mining operations
Tharisa Minerals holds a Mining Right over 5 475 ha of land near the
town of Rustenburg in the North West province of South Africa. The
Mining Right was granted on 19 September 2008 for an initial period
of 30 years, providing access to MG chromitite layers, which outcrop
with a strike length of approximately 5 km.
The open pit is divided into the east, west and far west pits and
extracts reef from five MG chromitite layers.
Processing
Tharisa Minerals’ two separate processing plants are designed to
treat the MG chromitite layers of the Bushveld Complex. The smaller
volume Genesis Plant was commissioned in August 2011, with the
PGM circuit in December 2011. The larger-volume Voyager Plant was
commissioned in December 2012. Both plants operate above
nameplate capacity following various upgrades and milled 5.4 Mt
(2022: 5.6 Mt) for reasons outlined in the COO report. The plants
have a similar process flow that includes crushing and grinding,
primary removal of chrome concentrate by spirals, followed by PGM
flotation from the chrome tails and a second spiral recovery of
chrome from PGM tails.
Operating in parallel, the separate plants provide processing flexibility
and production stability by allowing one plant to be shut down
without hampering the production of the other. The modular design
of the processing circuits will enable sections of the plant to be
stopped without affecting the rest of the operation (i.e. a crushing
circuit can be stopped independently of the milling, spiral and
flotation circuits).
The PGMs in the MG ore mined by Tharisa Minerals
occur in the silicates. They are not associated with
chromite, thus enabling the process to extract chrome
before PGMs without sacrificing PGM recovery.
This lowers the chrome content in the PGM circuit,
resulting in much lower chrome content in the PGM
concentrate compared to typical UG2 operations. Base
metal content in the MGs is also significantly lower
than in Merensky and UG2 ores, resulting in a low
matte pull during smelting, reducing base metal
refining requirements.
35
Using off-the-shelf technology, the Genesis and Voyager processing
plants are uniquely engineered to produce both PGM and chrome
concentrates. This innovative approach to production has made
Tharisa a world-class PGM and chrome concentrate co-producer.
A third high-volume plant, the Vulcan Plant, was commissioned in
FY2021. The plant, which processes live tailings produced by the
Voyager and Genesis plants, ensures further beneficiation of the
Company’s chrome production at the Tharisa Mine while reducing
the unit output of carbon emissions.
The Vulcan Plant is the first large-scale plant to produce chrome
concentrates from ultra-fines, consolidating Tharisa’s position as a
key chrome producer. The concept of Vulcan was developed entirely
in-house by the research and development (’R&D’) team to extract
the ultra-fine chrome from tailings.
Specialty chrome recovery circuits are integrated into the feed circuit
of the Genesis Plant, known as the Challenger Plant. The Challenger
Plant, owned by fellow subsidiary Arxo Metals, was commissioned in
July 2013 and produces chemical and foundry grade chrome
concentrates, significantly adding to the revenue diversification
strategy of Tharisa.
Products
PGM concentrate: PGM concentrate is produced from both
processing facilities. The concentrate produced from the
Voyager Plant is a higher grade than the concentrate from the
Genesis Plant, due to the different chromitite reefs treated by
the respective plants. The major component of the PGMs is
platinum, followed by palladium and rhodium, as measured
by volume.
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Average market price
Platinum
Palladium
Rhodium
Metallurgical
grade
chrome
concentrate
Chemical-
grade
chrome
concentrate
Foundry
grade
chrome
concentrate
FY2023
US$/oz
981
1 594
8 992
FY2022
US$/oz
968
2 107
14 962
Change
%
1.3
(24.3)
(39.9)
The typical metallurgical grade produced by
Tharisa is 40.0% to a 42.0% chrome (as Cr2O3)
with the silica (SiO2) lower than 5.0%.
The typical chemical-grade produced by Tharisa
is 44.0% to 46.0% Cr2O3 with the SiO2 lower
than 1.0%. This is a higher-value chromite
product than the metallurgical grade chrome
concentrate.
The typical foundry grade produced by Tharisa
is 45.0% to 46.0% Cr2O3 with the SiO2 lower
than 1.0%. The American Foundryman Society
Grain Fineness number (AFS number) is
managed between 45 and 50. As with the
chemical-grade chromite, this is a higher-value
chrome concentrate than the metallurgical
grade chrome concentrate.
Average chrome price
FY2023
US$/t
FY2022
US$/t
Change
%
42% metallurgical grade
263
209
25.8
tharisa plc 2023 integrated annual report
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OPERATIONAL REVIEW CONTINUED
THE ARXO BUSINESSES
Arxo Metals
Research and
Beneficiation
Arxo Resources
Trading
Arxo Metals is the beneficiation, research and development arm of
the Group. Arxo Metals conducts extensive research into
technologies and downstream beneficiation opportunities that can
potentially improve yields and recoveries at the Tharisa Mine. Its core
focus is creating increased value PGM and chrome products through
expanding and optimising the Group’s processing operations.
Arxo Metals operates a comprehensive beneficiation site near Brits,
40 km from the Tharisa Mine. Incorporated at the beneficiation sites
is the Company’s 1 MW DC furnace, owned by Tharisa Minerals,
which produces PGM alloy, and is continuing its research work into
refining processes. The beneficiation site also houses other metal
production facilities, in line with the Company’s stated strategy of
maximising value for the raw materials it produces and research
facilities for energy production and storage.
Having grown from a complement of two people, Arxo Metals at its
Brits facility employs 161 people, of which 31% are female, with
three students on site undergoing vocational training. The site moved
to a 24/7 roster as of April 2023.
Arxo Logistics
Logistics provider to
and from operations
To learn more about
Arxo Metals, scan here
Mansell Mafiri
Smelter Manager
’We’ve done intensive skills training for the various individuals in the team, it is a technical heavy team which
we are now starting to train up in the more softer skills, once you get into management roles, you get to realise
the impact of the operation, we work very closely with the community… others have studied and we are able to
run them through our internship program and you see how it makes a definite impact in their livelihoods.’
Arxo Metals owns the Challenger Plant, which is integrated into
Tharisa Minerals’ Genesis Plant. The Challenger Plant is dedicated to
producing chemical-grade and foundry grade concentrates. Specialty
grade concentrates carry more stringent specifications and, therefore,
fetch a higher selling price. Arxo Metals has an offtake agreement to
sell its concentrates to customers globally in the chemical and
foundry industries. Arxo Metals accounted for producing 72.6 kt of
chemical-grade chrome concentrate (2022: 80.8 kt) and 11.8 kt of
foundry grade chrome concentrate (2022: 21.6 kt) in FY2023.
In August 2017, Arxo Metals entered into an agreement with
Sibanye-Stillwater on the operation of its K3 UG2 chrome plant and
for the sales and marketing of the UG2 chrome concentrate
produced. The chrome production for FY2023 from the K3 UG2
chrome plant improved to 201.9 kt versus 188.2 kt in FY2022.
In the year under review, Arxo Metals made great strides in furthering
its objectives of finding opportunities in the energy space. As such, the
Arxo Metals Renewable Energy Centre (AMREC) was established
as an independent unit of Arxo Metals, focusing on energy storage
solutions using our commodities, including long-duration scalable
storage solutions.
Arxo Resources, with a robust, established platform of global
customers, including stainless steel and ferrochrome producers and
commodity traders, has the exclusive right to sell the metallurgical
grade chrome concentrate produced by Tharisa Minerals to
customers in China and other international markets.
The scale of Arxo Resources’ operations allows for direct access to
market and price discovery. Its established contact with customers
also creates an excellent platform for additional sales of third-party
products.
In FY2023, Arxo Resources sold 1.5 Mt (FY2022: 1.4 Mt) of
metallurgical grade chrome concentrates, of which 1.3 Mt was
produced by Tharisa Minerals.
Arxo Logistics provides an integrated logistics platform that reduces
the risk and costs of transporting concentrates. It manages the road
transportation of Tharisa Minerals’ PGM concentrates to Impala
Platinum and Sibanye-Stillwater and the long-haul transportation of
chrome concentrates from the Tharisa Mine and K3 UG2 chrome
plant to international customers through bulk and container
shipping. Due to inland logistical constraints on the rail network,
Arxo Logistics has, over the past year and beyond, expanded its
footprint and operating ports to ensure greater flexibility and supply
certainty for global customers. Arxo Logistics now ships via Richards
Bay Dry Bulk Terminal and, the Durban ports and Maputo Harbour.
tharisa plc 2023 integrated annual report 37
All material was delivered on time by Arxo Logistics.
The logistics arm of the Group has the necessary road and rail
transport capacity, warehousing facilities, and port facilities at the
Richards Bay Dry Bulk Terminal and the Durban port to manage
Tharisa Minerals’ full production capacity. It also serves as a platform
from which the Group can provide services to additional third-party
customers.
Arxo Logistics provided third-party logistics services during the year
under review.
Arxo Logistics shipped a total of 1.5 Mt (FY2022: 1.4 Mt) of chrome
concentrate in FY2023, primarily to main ports in China, including
third-party materials.
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OPERATIONAL REVIEW CONTINUED
METQ
MetQ is a South African-based company founded in 1979 that
specialises in manufacturing and distributing mineral processing
equipment, with a manufacturing facility based in Rosslyn, Pretoria,
South Africa, becoming one of the market leaders in processes
relying on particle sizing and gravity concentration of various
minerals. Tharisa acquired MetQ with effect from 1 October 2019.
MetQ developed and built its own polyurethane spraying equipment
to spray solventless polyurethane as a wear-resistant coating. With
this spraying system, spirals could be manufactured to rival the best
international offerings and bring enormous cost savings for the
mining industry. MetQ has expanded its spiral range to include
custom-designed units to ensure maximum efficiency in gravity
separation circuits that recover numerous minerals. Products like
hydrocyclones, hydrosizers and screening media were also developed
and added to the range.
Research and development is the keystone to MetQ’s success and
ensures future growth.
It plays a vital role in the continuous development and upgrading of
existing products, new products, and techniques.
Products are continuously improved and developed to ensure an
ever-expanding range of solutions.
MetQ supplies spiral to the Tharisa Group operations and other
engineering equipment required by the Group while expanding its
footprint to third-party customers in multiple commodities.
MetQ products
• Hydrocyclones
• Spirals
• Hydrosizers
• Steel fabrication
• Screen media
• Other plant accessories
40+ years
300+ customers
Our technical expertise is based on 40+ years in the
mineral processing and related industries.
To date, more than 300 customers have benefitted
from MetQ installations at their sites.
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OPERATIONAL REVIEW CONTINUED
KARO MINING HOLDINGS
Karo Platinum is the newest low-cost, open pit PGM asset under
construction and located on the Great Dyke in Zimbabwe.
In the period under review, Tharisa increased its holding in Karo Mining
Holdings from 70% to 75% as a result of providing funding for the
project as part of the overall capital strategy. With further equity capital
to come, Tharisa will increase its shareholding in Karo Mining Holdings
to 80%. Karo Mining Holdings controls an indirect 85% of the
shareholding of Karo Platinum with the Republic of Zimbabwe (through
Generation Minerals Private Limited) holding the remaining 15% on a
free funded carry basis. Tharisa will have an effective 68% in the Karo
Platinum Project following the full capital commitments.
Karo intends to employ locally as far as possible. As such, 1 107 people
had been employed at time of writing, of which 139 are Karo
employees, with 12% female employees, mainly from the local area,
with skills available in all aspects of the operations.
Dr Josephat Zimba
Country Manager
’We have shown at Tharisa that we have a track record of not only building mines but have created a business
that is sustainable and profitable for the benefits of all stakeholders through job creation, upliftment and
upskilling and returns to governments in the forms of royalties and taxes. While the macro environment has
necessitated a lengthening of the Karo development timeline, I am as confident as when we started in 2018
that we will deliver the same outcome for all stakeholders at Karo in the years to come.’
In total, 71% of all females employed including contractors are in
technical or field programmes. For the period under review, a total of 1
691 community stakeholders have been engaged, including 1 048 men
and 643 women. One LTI was recorded on the project for the year
under review.
Karo will be guided by local laws and regulations in the country and
best practices globally. Zimbabwe has a long history of safe and
successful mining, and Karo is set to be a significant contributor to
both GDP and delivering a sustainable, long-life integrated mining
operation through Tharisa’s proven world-class development approach
for projects such as Karo.
The mining lease area for the Karo Platinum Project covers an area of
23 903 ha and is situated within a designated special economic zone
(‘SEZ’), is in the southern portion of the middle chamber of the Great
Dyke and is supported by good infrastructure, including tarred roads
and power access in the project area.
The Great Dyke is a PGM-bearing geological feature that runs north to
south. At approximately 550 km in length and up to 11 km wide, it is
second to the Bushveld Complex of South Africa’s PGM resource base.
The Karo Platinum Project area is located on both the eastern and
western flanks of the Great Dyke, which hosts the Main Sulphide Zone
(‘MSZ’). There is no outcrop as the mafic and ultramafic rocks weather
easily to black cotton soil. The area is underlain by both the mafic and
ultramafic sequences dipping at 20° to the east on the western side of
the Great Dyke and 32° to the west on the eastern side of the Great
Dyke. The MSZ is estimated to be approximately 700 m deep at the
southern end of the tenement, up to 1 000 m deep in the centre, and
600 m deep in the northern end of the tenement.
Construction at the Karo Platinum Project officially commenced on
7 December 2022. A rapid construction timeline was targeted and the
first concrete was poured in June 2023. In the same month, open pit
pilot mining commenced to optimise the mining methods and produce
ore to further test and refine metallurgical processing. Karo will process
approximately 2.5 Mtpa of ore at nameplate capacity and produce
190.0 kozpa of PGMs (6E basis).
While fundraising commenced successfully, with the significant
shareholder, Tharisa, providing capital and a raise by Karo of some
US$36.8 million through a US$-denominated structured debt
instrument that was successfully listed on the Victoria Falls Stock
Exchange, the PGM price environment did necessitate a review of the
commissioning timeline of the Karo Platinum Project. First ore in mill
(‘FOIM’) is now planned for June 2025 and the project team has divided
major workstreams into smaller commitments to ensure continued
development aligned with funding availability. These revised
workstreams are designed to accelerate the project implementation
should the PGM market become more favourable. Positively,
manufacturing of key long-lead items is nearing completion, while pilot
mining is continuing as planned to optimise mining design.
Chariot Limited (‘Chariot’), the Africa-focused transitional energy group,
has signed a memorandum of understanding (‘MoU’) to partner on and
develop, finance, build and operate a 30 MWp solar photovoltaic (‘PV’)
project that will provide competitive solar electricity for the Karo Platinum
Project, in Zimbabwe. Chariot is also a partner in developing a 40 MWp
PV plant at Tharisa’s existing Tier 1 PGM and chrome mine in South
Africa, designed to ensure Tharisa exceeds its desired carbon emission
reduction target of 30% by 2030 and carbon net neutrality by 2050,
and providing synergies in building both power projects.
Karo remains a world-class Tier 1 development project producing
commodities required for the decarbonisation of the planet. While the
delay in the timeline is a setback, it needs to be viewed in the context
of a multi-generational project with a massive upside to the resource
once phase 1 has been completed.
tharisa plc 2023 integrated annual report 41
SALENE CHROME
Salene Chrome is a development stage, low-cost, open pit asset
located in the Great Dyke in Zimbabwe.
The Salene Chrome Project is located in an SEZ, which permits the
import/export of capital without any trade barriers. Benefits beyond
the expatriation of capital include a reduced tax rate, duty-free
importation of raw materials and exchange control facilities.
Salene Chrome was placed on care and maintenance following
the introduction of a ban on exports of chrome concentrates by
the Government of Zimbabwe and pending a review of the
business case.
Salene Chrome Mineral Resource estimate
The internally generated resource estimate is based on the results of
the drilling and pitting operations in the south-eastern region over a
strike length of 7 km. The statement is calculated on a vertical depth
up to 50 m below the surface and is not SAMREC Code-compliant.
The combined chrome seams tonnage (1CR and 2CR) that would
yield lumpy material is 1.6 Mt for a 50 m depth (excluding
disseminated ore). At a mining depth of 13 m, the chrome seam
tonnage equates to 415 kt of mineralised material.
Limited exploration work, including airborne geophysics, has been
undertaken on the Salene Chrome West special grant area to date.
Based on historical mining activity in the Salene Chrome West area,
it is prospective for gold, copper, and nickel.
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tharisa plc 2023 integrated annual report
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journey to revolutionise the global energy landscape
would not be possible without the incredible network of
partnerships we have forged.
A WELLSPRING OF RESOURCES
One of the most significant is the close affiliation with
Tharisa plc, providing us with something invaluable:
a consistent and uninterrupted supply of iron-chromium.
This partnership ensures that we have the essential
resources required to power our batteries for decades to
come, not just securing our present but also building a
sustainable future.
THREEFOLD
INNOVATION
The secret to our success lies in a threefold approach:
OUR VISION STATEMENT
Redox One envisions a world transformed by
sustainable, cost-effective energy solutions.
Our vision is to lead the charge in reshaping the
energy landscape, where iron-chromium redox
flow battery technology propels communities,
industries and nations toward a cleaner, more
resilient future.
Through innovation and collaboration, we
will make clean energy universally accessible and
abundant, fostering progress for future
generations.
Redox One is a wholly owned subsidiary of Tharisa
plc. Tharisa and Redox One are headquartered
in Cyprus, with laboratory facilities in Germany.
Through our unwavering commitment to
technological innovation and excellence,
environmental stewardship and customer
collaboration, we strive to revolutionise the global
energy landscape. At Redox One, we envision a
world where clean energy is accessible, resilient
and abundant, driving progress for future
generations.
ECONOMICAL
ELECTROLYTE
Our Fe-Cr electrolyte is
not only cost-effective
but also sustainable.
Thanks to our strategic
partnership with Tharisa
plc, we have a continuous
raw material supply. This
means our batteries are
not just safe and reliable
but also environmentally
responsible.
LONGEVITY
Our batteries are built to
last. They can perform
optimally for up to 20
years. This longevity
ensures a consistent and
uninterrupted power
supply, helping businesses
and communities stay
switched on. Always.
SAFETY AND
DISPOSAL
We use chromium (III),
an inert material, which
ensures our batteries are
safe to operate and easy
to dispose of safely.
We care about the entire
lifecycle of our technology,
from production to
disposal.
PROVEN TRACK RECORD
Our technology is not new; it has been refined and proven
over time. NASA first pioneered it in the 1970s. Since then, it
has matured, refined, and amassed numerous proof points,
including our own successful deployments. Our batteries result
from decades of innovation, research and development.
www.redoxone.com
OUR MISSION STATEMENT
Redox One is dedicated to pioneering a
sustainable energy future by delivering safe,
reliable, cost-effective, large-scale energy
storage solutions to industries, communities
and nations. Our mission is to accelerate the
clean energy transition with iron-chromium
flow battery technology, resulting in long-term
solutions for the global energy crisis.
Through our unwavering commitment to
technological innovation and excellence,
environmental stewardship, and customer
and partner collaboration, we will revolutionise
the global energy landscape.
At Redox One, we envision a world where clean
energy is accessible, resilient, and abundant,
driving progress for future generations.
OUR POSITIONING STATEMENT
Redox One is the leading pioneer in large-
scale energy storage solutions, transforming
the global energy landscape. With our
cutting-edge iron-chromium redox flow
battery technology, we drive the clean energy
transition, enabling industries, communities,
and nations to harness reliable, cost-effective,
sustainable power.
Our innovative and collaborative approach
empowers progress for a greener, more
resilient future.
www.redoxone.com
SAFE,
RELIABLE,
COST
EFFECTIVE
LARGE SCALE
ENERGY
STORAGE
Redox One is dedicated to
pioneering a sustainable energy
future by delivering safe,
reliable, cost-effective,
large-scale energy storage
solutions to industries,
communities and nations.
Our mission is to accelerate
the clean energy transition with
iron-chromium flow battery
iron-chromium technology,
resulting in long-term solutions
for the global energy crisis.
44
MARKET REVIEW
South Africa is home to the world’s largest
PGM and chrome resources
With its rich mineral wealth, South Africa hosts approximately 80%
of the world’s PGM and 70% of its chrome resources.
These industries have benefitted from significant investment,
increased employment, and community upliftment. In contrast, the
country benefits from economic contribution, both directly and
indirectly, through the multiplier effect, also known as shared value
contribution, foreign revenue generation and resulting taxes,
including significant royalty payments, as the companies involved in
the sustainable extraction of these resources continue to invest.
South Africa’s mining industry remains essential to the global
commodity supply chain, with a particular emphasis on the PGM and
chrome sectors, without which major global industries could not
deliver.
PGMs – what a difference a year makes
PGM price chart
COVID-19
pandemic
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■ PGM basket price ■ Chrome concentrate
Despite the concentration of production and the complexity of
extracting PGMs – South Africa is responsible for roughly 75% of
refined platinum production and 80% of rhodium – which should
ensure pricing determined by factual supply demand fundamentals,
the price movements were dominated by continued pricing pressure
with the uncertainty of the macro-global economic outlook having a
direct effect on the demand for the precious metals. This is overlain
by further indecisiveness on the future of the internal combustion
engine (ICE). During the latter half of FY2023, with the steep decline
in PGM prices, analysts have cautioned that higher-cost producers
within the PGM industry are not profitable at these commodity
prices. The ‘higher for longer’ concerns of the global interest rate
market have impacted prices for now, and we see a muted upside in
the short term for PGM prices. In the medium to longer-term
demand drivers, including continued ICE demand, battery electric
vehicles and hybrid engines together with the hydrogen economy,
possible supply cuts at unprofitable PGM producers, project delays
and capital discipline versus demand for the ICE, will require a
recovery in PGM prices to ensure demand is met by supply.
The platinum group metals (PGMs) comprise six elements: platinum,
palladium, rhodium, ruthenium, iridium, and osmium. These metals
have high melting points, high heat resistance, high resistance, and
unique catalytic properties, meaning they have a myriad of
tharisa plc 2023 integrated annual report
applications, particularly industrial ones, most notably automobile
exhaust catalysts.
Gaining more and more scientific and real-world application, with
capital being promoted for this new type of application, the
hydrogen economy has gained significantly more prominence.
PGMs will play a vital role in furthering this opportunity for using
PGMs in various applications, such as fuel cells for mobility and
electricity generation.
Hydrogen fuel cells produce electricity by combining hydrogen
and oxygen atoms. The hydrogen reacts with oxygen across an
electrochemical cell — like a battery — to produce electricity,
water and small amounts of heat. Oxygen is readily available in
the atmosphere, hydrogen being the most abundant element in
the world, so both are available to supply the fuel cell with
hydrogen. There are several ways to produce even more hydrogen
from water electrolysis. Solar or wind energy, both renewable
fossil-free energy sources, create hydrogen fuel cell power entirely
carbon emission-free.
The average basket price of US$1 893/oz (FY2022: US$2 564/oz) for
the year retreated by 26.2% following a decline of 16.1% in the
prior year, having a massive impact on the higher-cost primary PGM
producers and thus a distinct possibility of a reduction in supply due
to lack of available capital for future investment. This possibility
remains real even as the exchange rate assisted somewhat in
shielding the industry from the rapid price decline over the past
24 months. For FY2021, the average exchange rate against the
US dollar was 14.8 while the average exchange rate for FY2022 was
15.8, weakening significantly in FY2023 at 18.2. This means that the
price received in ZAR, while still down on an annualised basis, was
weaker by only 15.2%, achieving an average of ZAR34 107/oz
compared to a higher price of ZAR40 437 in FY2022.
Chrome market – the engine that drove our
co-product model
The chrome market showed its ongoing resilience as solid demand
meant prices averaged well above those in previous years. Reduced
port inventory in China highlights the tight market balance
underpinned by the growth in the Chinese domestic ferrochrome and
stainless steel industries. Supply chain complexities are exacerbated
by constrained rail and port logistics in South Africa and the effect of
erratic electricity supply from Eskom. In addition, there have been no
major primary output increases in the local market due to the lack of
available resources and power constraints for smaller producers
unable to access standby power. The chrome market looks set to
consolidate its strong pricing in the coming year, particularly as new
furnace commissioning continues to draw on material demand.
South Africa hosts the largest chromite reserves in the world, with
annual production measured both in local sales and export sales,
making up two-thirds of the world’s total production. China imported
approximately 90% of South Africa’s exports. Indonesia remains an
essential player in the downstream chrome industry, with Tharisa
supplying some of Indonesia’s most modern and largest mills.
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Chrome prices and sales were flat year on year, with Tharisa’s output
at 1.58 Mt, with an average metallurgical price received of US$263/t,
an increase of 25.8% compared to US$209/t in FY2022.
Tharisa remains a major player in the global chrome industry,
supplying approximately 10% to 12% of China’s annual demand for
the metal.
Tharisa remains a significant player in the specialty chrome market,
with roughly a quarter of the average annual chrome output
delivered into these markets. The prices of these products (chemical
and foundry chrome) attract a premium over metallurgical grade
chrome ore.
Chrome price
(US$/t)
350
300
250
200
150
100
50
0
8
1
-
t
c
O
9
1
-
n
a
J
9
1
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r
p
A
9
1
-
l
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J
9
1
-
t
c
O
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2
-
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a
J
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2
-
r
p
A
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2
-
l
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J
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2
-
t
c
O
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2
-
n
a
J
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2
-
r
p
A
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2
-
l
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J
1
2
-
t
c
O
2
2
-
n
a
J
2
2
-
r
p
A
2
2
-
l
u
J
2
2
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t
c
O
3
2
-
n
a
J
3
2
-
r
p
A
3
2
-
l
u
J
■ Low ■ High ■ Average
China chrome imports and chrome stocks
(kt)
s
t
r
o
p
m
i
e
m
o
r
h
C
2 000
1 875
1 750
1 625
1 500
1 375
1 250
1 125
1 000
Jan
Feb
Mar
2019
2020
2021
2022
2023
May
Apr
Sep
■ Chinese imports 2023 ■ Stocks 2023
Aug
Jun
Jul
Annual average
3 000
2 800
2 600
2 400
2 200
2 000
1 800
1 600
1 400
C
h
r
o
m
e
s
t
o
c
k
s
Oct
Nov
Dec
160.73
139.33
156.43
223.91
276.37
45
Uses of chrome concentrates
93%
4%
2%
<1%
Metallurgical grade
■ Cr2O3 – 30% to 45%
■ SiO2 – <4%
■ Key ingredient for stainless steel
Chemical grade
■ Cr2O3 – 45% to 47%
■ SiO2 – <1.2%
■ Used to produce sodium dichromate
Foundry grade
■ Cr2O3 – >46%
■ SiO2 – <1%
■ High-thermal conductivity and low-thermal
expansion
■ Moulds for metal castings
Refractory grade
■ Cr2O3 – 46%
■ SiO2 – <1.2%
■ 98% <2 mm
■ Refractory bricks for furnace linings
Chrome-end uses
Chrome ore demand is driven by ferrochrome use, with more
than 90% of chrome ore being used for metallurgical purposes.
Approximately 4% of demand is derived from the chemical industry
and the balance from the foundry and refractory industries. The
majority of metallurgical grade chrome concentrate is utilised in
the production of ferrochrome. In turn, the largest consumer of
ferrochrome is stainless steel. As such, the dynamics in the stainless-
steel industry impact the ferrochrome and chrome ore industries.
To produce one tonne of stainless steel requires:
CHROME ORE
0.6 tonnes
+
FERROCHROME
0.25 tonne
+
STAINLESS STEEL
1 tonne
Year ended
30 September
2023
Year ended
30 September
2022
Year on year
movement
%
Average PGM contained metal basket price
Platinum price
Palladium price
Rhodium price
Average PGM contained metal basket price
Average metallurgical grade chrome concentrate contract price –
42% basis
Metallurgical grade chrome concentrate contract price
Average exchange rate
US$/oz
US$/oz
US$/oz
US$/oz
ZAR/oz
US$/t
ZAR/t CIF China
ZAR:US$
1 893
981
1 594
8 992
34 107
263
4 840
18.2
2 564
968
2 107
14 962
40 437
209
3 345
15.8
(26.2)
1.3
(24.3)
(39.9)
(15.7)
25.8
44.7
15.2
tharisa plc 2023 integrated annual report
46
PRINCIPAL RISKS AND UNCERTAINTIES
Principal business risks are those that, if they materialise, can materially affect the Group’s
ability to create and sustain value in the short, medium and long term. The material risks, i.e.
the possibility of loss or harm occurring, whether permanent or causing significant damage,
whether physical, financial or reputational, to Tharisa and its stakeholders are identified
through an analysis of the Group’s risks, the external environment and the Group’s
engagement with stakeholders.
Material risks may impact the achievement of the Group’s strategy. Each risk also carries with it challenges and opportunities.
The Group’s strategy considers known risks, which are assessed regularly, updated and included in the organisational risk
matrix.
Material risks are considered and reported on an ongoing basis by those members of the management team responsible for risk management. The
Tharisa Risk Committee comprises all members of the Board. Risks are identified in the Group risk register, considered by management quarterly,
and reported to the Board at least twice a year.
Mitigating risks, whether partial or full, forms part of management’s responsibility and is aligned with the Group’s strategy.
RISK
Health and safety
The safety and health of our people
is our core value.
Operating safely is a key performance
indicator for all executives and
managers at Tharisa and its
subsidiaries.
IMPACT
MITIGATION
Harm to people, the environment
and assets. Potential section 54 and
section 55 instructions from the
Department of Mineral Resources
and Energy in terms of the
South African Mine Health and
Safety Act and the impact on
production.
Strive for a zero-harm working environment.
Implementation of a safety strategy focusing on eliminating
serious injuries from our business.
Implement fatal hazard codes to align with leading practices
and a consequence Management Guideline for dealing with
willful violations of our Safe Life behaviours.
Implement a consequence management guideline for
breaches of Tharisa’s fatal hazard codes and safe life
behaviours.
Comprehensive training on mandatory code of practices and
standard operating procedures.
Continuous training and adherence to global best practices.
Regular reviews/inspections conducted by the SHEC
department.
Transparent and open relationships with the DMRE
inspectorate and other regulatory bodies.
Key performance indicator (’KPI’) in Group cash bonus
scheme to incentivise safe behaviour.
Ensuring alignment and standardisation across all jurisdictions
and operations.
Tharisa has put in place measures that, at a minimum, comply
with government regulations and adhere to best practices.
Tharisa has developed and implemented group SHEC
standards that align to international leading practices.
tharisa plc 2023 integrated annual report 47
RISK
IMPACT
MITIGATION
Political uncertainty
South Africa – the burgeoning
unemployment, increasing
government debt and negligible
gross domestic product (’GDP’)
growth have led to a negative
response to political certainty.
Negative business confidence.
Zimbabwe – limited international
sanctions still exist and may affect
the economy’s stability.
Hyperinflation and monetary policy
uncertainty.
Negative business confidence and
political uncertainty.
Lack of currency liquidity.
Instability in Eastern Europe.
Regulatory compliance
Tharisa Minerals’ right to mine is
dependent on strict adherence to
various legal and legislative
requirements, such as:
The MPRDA and/or Mining Charter
and/or the Group’s Social and Labour
Plan (‘SLP’).
The Group is required to comply with
a range of health and safety laws
and regulations in connection with
its mining, processing, manufacturing
and logistics activities. Any perceived
non-compliance with the regulations
could temporarily shutdown all or a
portion of the Group’s mining
activities.
The Mines and Minerals Act of
Zimbabwe and mining regulations
promulgated under such Act.
Unattractive investment
destination(s) for investors.
Political and civil unrest adversely
impacting mining production.
Closing (temporary or permanent) of
end-user markets.
Imposition of sanctions on countries
buying our products.
The South African government has indicated commitment
and intent to ensuring South Africa remains politically stable
and that the economy is advanced.
Pledges by global concerns to invest in the country will
improve business confidence, unlock investment flows and
increase GDP growth.
Continuous drive by the Government of Zimbabwe to create
an investor-friendly environment.
Recent general election in Zimbabwe has confirmed a new
government for five years.
Establishment and awarding of SEZ in Zimbabwe to assist
capital flows and investment.
Tharisa has a wide range of off-takers who value the quality
products Tharisa produces, while Tharisa consistently builds
on its relationships and commitments with vendors to ensure
a steady supply of goods and services. The Company
continuously strives to create new markets for its products.
Cost of compliance to changes in the
Mining Charter.
Identifications of country and industry-specific laws and
regulations.
Non-compliance resulting in potential
legal sanctions including fines,
penalties and/or imprisonment of
directors and risks to the right to
mine through forfeiture or
cancellation.
Access to forms of capital is
hindered.
Ensure compliance with current MPRDA and national
environmental legislation.
Ensure compliance with the terms of the Mining Charter.
Ensure compliance with the Group’s SLP.
Proactive engagement with regulatory authorities and
industry organisations.
Ensure communication and awareness with investors are
maintained.
Ensure compliance with all relevant Zimbabwean legislation,
including the Mines and Minerals Act, mining regulations
promulgated under section 403 of the Mines and Minerals
Act, the Labour Act, exchange control regulations and other
laws and enactments governing investments.
Routine audits are carried out by regulatory/competent
authorities in line with the relevant legislative prescripts to
ensure compliance.
Regular internal inspections are conducted by the SHEC
department to ensure compliance with regulatory
requirements.
Reports are prepared and distributed and any known
non-compliances are timeously brought to the attention of
the relevant regulatory to discuss and agree on a remediation
plan.
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tharisa plc 2023 integrated annual report
48
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
RISK
IMPACT
MITIGATION
Production/location concentration
Tharisa currently owns and operates
one primary producing asset located
in South Africa.
Exposure to potential
macroeconomic, social and
socio-political risks and instability.
Third-party operations, such as the operations of Sibanye-
Stillwater’s K3 UG2 chrome plant, provide additional revenue
from an alternate operation.
The Group has made investments in
Zimbabwean development projects;
however, it is still exposed to the
potential political risk and instability
within the country of its primary
operation.
Sovereign rating downgrades of the
country of operation can limit the
Group’s ability to raise financing and
increase the cost thereof.
Exposure to only two main
commodities.
Global commodity prices, currency volatility and other economic factors
The Group’s revenues, profitability
and future growth rate depend on
the prices of PGMs and chrome.
The state of the world’s economies
impacts demand and market prices
for PGMs and chrome.
Volatility in the ZAR:US$ exchange
rate affects the Group’s profitability.
Inflationary impact.
Financing and liquidity
The Group’s activities expose it to
various financial risks, including
market, commodity prices, credit,
foreign exchange and interest rate
risks.
Static share price trading.
Non-compliance to ESG standards
and requirements may affect capital
raising abilities.
Debt funding for Karo Platinum.
’Greylisting’ of South Africa by the
Financial Action Task Force.
Downward pressure on PGMs and/or
chrome prices may negatively affect
the Group’s profitability and cash
flows.
The Group’s reporting currency is the
US dollar. The Group’s dominant
current operations are based in
South Africa, with a ZAR cost base,
while the majority of the revenue
stream is in US dollar, exposing the
Group to the volatility and movement
in the currencies.
Risk of competitor product dumping
and undercutting market prices in
respect of the chrome market.
Impact on input and operating costs
and thus margins.
Significant changes in the financial
assumptions made by the Group
could impact its ability to continue
operating and jeopardise its ability to
raise financing in the future.
Adverse impact on the ability to raise
capital for growth and acquisitions.
Stalling of the Karo Platinum Project
due to the Company’s inability to
raise the required debt capital.
Potential increase in regulatory
compliance and cost of funding.
Diversification into higher-grade chrome products.
Development of the Karo Platinum Project in Zimbabwe will
provide geographic diversification.
Considering investment opportunities to diversify
commodities as they arise.
Development of new offtake agreements for the Company’s
PGM concentrates.
In-house development of downstream beneficiated products
to create a broader market for our products.
Monitor costs closely to ensure that the Group remains in the
lowest cost quartile.
Stringent cost control.
Improved operating efficiencies and production, driving down
unit costs.
Service providers appointed to manage the Group foreign
exchange and PGM hedging strategy.
Production of higher-value-add specialty grade chrome
concentrates comprising ~10% of Group chrome concentrate
production.
Focus on operating performance to maintain unit costs.
Sourcing of multiple suppliers for best pricing.
Cost control measures are implemented when appropriate.
Positioned as a low-cost producer of both PGM and chrome
concentrates.
Production of higher value-add specialty grade chrome
concentrates.
Leveraging third-party operations. Diversified customers and
markets. Undrawn banking facilities.
Trade finance facilities assist with working capital
requirements.
A secondary listing on the LSE and an additional listing on
A2X in South Africa provide additional trading platforms and
increased liquidity.
Marketing and roadshow efforts have significantly enhanced
the Group’s profile, investor awareness, and investor spread.
Compliance and assurance of ESG standards.
Multiple debt structures and funding options are being
considered to ensure funding is brought on board.
Slowing of the project to ensure funding timelines are met.
Engagement with lenders ensures all parties are fully
compliant to ensure better transaction flows.
Investigate international funding for non-greylisted
operations.
tharisa plc 2023 integrated annual report 49
RISK
IMPACT
MITIGATION
Market/customer concentration
The bulk of Tharisa’s chrome
production is exported to China. This
gives the Group significant exposure
to a single geographic market.
The customer base primarily located
in China, with accompanying
exposure to Chinese markets.
No reliance on a dominant customer within that market.
Tharisa has strategically diversified its production by
increasing specialty grade chrome concentrates, which
comprise approximately 25% of Tharisa’s total chrome
production.
Chemical and foundry grade chrome concentrates sold into
diversified global markets.
Diversified commodities with PGM concentrate sold to
leading precious metal refiners on an offtake basis.
PGM offtake diversification.
Beneficiation strategy.
Environment
Tharisa is obliged in terms of its
undertaking to stakeholders,
including the government, providers
of capital and the community, to
monitor, minimise and mitigate our
impact on the physical environment
and not to infringe on the rights to a
safe and healthy environment.
Non-compliance with this
undertaking may infringe on the
terms of the mining licence and the
ability to continue mining.
Harm to the environment.
Increased costs of remediation and
rehabilitation due to legislative
changes.
Conduct all mining and processing operations in an
environmentally responsible manner.
Compliance with applicable national and local laws and
regulations.
Potential legal sanctions, including
mine stoppage and class action suits.
Monitor compliance against EMPR, licences and Equator
Principles.
Poor image of mining companies.
Climate change
The Group is exposed to risks arising
from climate change. The risks can
be divided into physical risks, arising
from the impact of climate change
on operations, and reputational risks
(arising from Tharisa being perceived
as not contributing to addressing
climate risk in a timely and
meaningful way by providers of
capital).
Rising temperature levels can affect
the availability of natural elements
required by the mine, such as access
to water.
Rising temperatures can affect the
physical wellbeing of the workforce.
The availability of capital will reflect
how well companies seek to
decarbonise their operations and
supply chains.
Introduction of carbon taxes to
encourage companies to improve
their carbon footprints.
Compliance with provision for rehabilitation and mine
closure.
Ongoing environmental impact monitoring, management
and evaluation.
Ongoing internal and external compliance audits/ inspections.
Update/amendment of licences, permits and authorisations.
Community engagements through SLP and local forums.
Engagement with employees.
Ongoing engagements with competent authorities to source
advice on new or amended regulations.
Continuously monitoring climate change and developing
plans, e.g. planting trees, land restoration.
Disclosure and reporting on annual CO2 emissions.
Expand and implement a roadmap to reduce operational CO2
emissions with a targeted reduction of 30% set by 2030 and
a drive to become net carbon neutral by 2050.
Engaging with our supply chain on their commitment to
decarbonisation
Closer cooperation with suppliers and ensuring the latest
technology is implemented to reduce CO2 emissions.
Introduction and implementation of energy and
water-efficient ways of product processing.
Construction of new water storage facilities to cater to
projected water shortages.
Active participation in the water management forums in the
catchment area.
Electricity generation from renewable sources wherever
possible.
Replacement of diesel fuel as an energy source, where
possible, within the fleet at the end of asset life.
OPERATIONAL REVIEWtharisa plc 2023 integrated annual report 50
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
RISK
IMPACT
MITIGATION
Local stakeholders
Tharisa Minerals’ neighbours are
impacted by its operations in terms
of dust, noise, water usage and
security.
The stakeholders’ perceptions,
including different sections of the
community and various levels of
government, are varied and
multi-layered.
Negative and inaccurate media
coverage can influence perception.
Community relocation programme.
Local stakeholder discontent has the
potential to disrupt operations.
Safety and health of the community.
Complaints to regulatory authorities
and risk of intervention.
Potential for adverse litigation. Poor
image of mining companies.
Lack of support in equity markets
and amongst stakeholders, ultimately
leading to a cost of capital impact.
Inability to continue expanding the
mine in line with operational
requirements.
Access to resources and infrastructure
Tharisa’s mining, processing,
manufacturing logistics and
marketing operations rely on
sustainable access to water,
electricity as well as road, rail and
port infrastructure and active
technology/communication.
Production interruptions.
Failure to meet delivery and customer
commitments and contracts.
Ongoing environmental impact monitoring.
Property purchase agreements are being concluded with local
landowners.
Partner with the government and local municipality to
develop identified land within the municipal spatial
development area where the community may be relocated.
Ongoing discussions with the DMRE and other government
bodies.
Positive engagements with the local community with a focus
on sustainable community projects.
Focus on recruiting from local communities if there is a skills
match.
Regular and repetitive communication and emphasis on key
messages utilising all available media channels.
Immediate corrective actions and corrections on factual
inaccuracies or misconceptions.
Continue with the best-in-practice community relocation
programme.
Two independent processing plants provide flexibility in times
of electricity and water curtailments.
Multi-modal transport optionality via bulk or containers, road
and/or rail.
Integrated rail transportation and port facilities’ agreement
concluded with Transnet and Maputo Port authorities.
Improved water supply through close collaboration with the
custodian of the water resource. Agricultural water rights
from Buffelspoort as a result of the additional properties that
were purchased.
Mine water reticulation system and construction of new
water storage facilities.
Salt and water balancing have improved water quality. Supply
of potable water from Samancor Mine (Randwater line).
Drilling and licensing of new boreholes to ensure water
supply volumes remain positive.
The increased depth of the mine pit provides more water
ingression, which is dewatered for surface use.
Open pit diesel-powered mining fleet reduces reliance on
electricity.
Generators installed at the processing plants to mitigate
electrical supply curtailments.
Development of solar energy for further independence from
grid power, including energy storage initiatives.
tharisa plc 2023 integrated annual report 51
RISK
Labour
IMPACT
MITIGATION
The consistent, assured availability of
appropriately skilled human resources
at economical rates is essential to the
sustainability of Tharisa’s operations.
Similarly important is the efficiency
and discipline of the Group’s
workforce.
Labour disruptions in South Africa
remain risky, particularly with the
current political climate, which may
contribute to heightened labour and
community unrest.
Potential property damage. Loss of
production.
Improved recruitment process from job specifications,
interviewing and assessments to offer of employment.
Monthly liaison with shop stewards and regular contact with
regional leadership.
Ongoing training programmes.
Adequate insurance cover in the event of damage to property
arising from unrest.
All levels of employees are incentivised through bonus and
incentive schemes, leading to improved productivity and
employee retention.
Tharisa has completed nearly three years of a four-year wage
agreement without disruptions, providing certainty for both
parties.
Management of resources and reserves
Management and planning of
extracting the multiple MG layers of
the reef are critical to the business
model.
Sub-optimal quantity and quality of
reef results in poor processing plant
recoveries, impacting production and
financial performance.
Tharisa’s success depends on
extracting the maximum value per
tonne of the reef while avoiding pit
dilution and undue resource
sterilisation.
Sterilisation of resources reduces the
LOM and inhibits mining flexibility.
Loss of production in the event of
low ROM stockpiles ahead of the
plants.
Owner-mining model enables in-house management and
control of all mining activities, focusing on correct mining
practices with optimal quality and quantity of ROM.
Investment in the latest technology and machinery for
optimal mining practices.
In-house mining skills.
Strategic purchase of ROM ore.
Accuracy and execution of mine plan. Mining employees
managed on KPIs.
Unscheduled breakdowns
The Group’s performance relies on
the consistent mining and production
of PGM and chrome concentrates
from the Tharisa Mine.
Any unscheduled breakdown leading
to a prolonged reduction in mining
and/or production may have a
material impact on the Group’s
financial performance and results of
operations.
Loss of production as a result of low
ROM stockpiles ahead of the plants.
Cyber security
The Group’s performance may be
materially and adversely impacted by
a cyber-attack on its IT system.
The processing plants at the mine are
controlled by a supervisory control
and data acquisition operating
system and a cyber-attack could
potentially subject the Group to a
ransomware demand and/or cause a
shutdown of the processing
operations until a backup system is
operational, or a work-around
solution is obtained.
Optimisation of the existing mining fleet.
Developed engineering and geological skills that are integral
to in-house mining.
Preventative maintenance programme for the fleet and plant.
Long-lead item spares in stock.
Ensure adequate ROM stockpiles (target two months) while
supplementing times of low ROM with purchases of ROM
from third parties.
Continuous investment throughout the cycle ensures
unscheduled breakdowns are kept to a minimum.
Partnering with local mines for supply of run of mine ore ore,
processing of run of mine ore by Tharisa on behalf of third
parties.
The Group has carried out an audit of its potential exposure
to a cyber-attack in respect of all its IT and has implemented
mitigating measures which limit its exposure to internal and
third-party access.
The Group has implemented and continuously ensures
globally accepted best-in-class software and protocols to filter
malicious and criminal content, as well as the latest antivirus
and security programmes.
Insurance against cyber-attack including backup and
restoration assistance.
Internal backups and scheduled backup tests for integrity and
continuity.
Investment in people and systems.
OPERATIONAL REVIEWtharisa plc 2023 integrated annual report 52
SUSTAINABILITY
Environment
Governance
Social
Safety
tharisa plc 2023 integrated annual report
53
Key data
Safety
Fatalities
1
(2022: 0)
Environment
Total energy
consumption GJ
LTIFR (Tharisa Minerals)
0.13
(2022: 0.41)
Total CO2 emission
(Scope 1) tCO2e
Diesel used (M litres)
Tailings volume (Mm3)
I
S
U
S
T
A
N
A
B
I
L
I
T
Y
2 241 328
(2022: 2 238 622)
123 555
(2022: 135 077)
42
(2022: 40)
1.15
(2022: 1.37)
Health
Number of employees
and contractors who
underwent hearing tests
(via medical surveillance
programme)
7 934
(2022: 8 281)
Social
Employees who
received learnerships,
bursaries, internships
and skills and
enterprise
development training
Number of employees
screened for TB/silicosis
(via medical surveillance
programme)
Occupational diseases
(number of new
silicosis/TB and NIHL)
Number of employees
and contractors
voluntarily tested for
HIV/AIDS
3 094
(2022: 3 014)
0
(2022: 0)
3 876
(2022: 3 432)
Total amount
spent on SLP
Total amount spent on
procurement from HDP,
women and B-BBEE
compliant companies
Total spent on
local/host
community
suppliers
75
(2022: 127)
ZAR18.5m
(2022: ZAR13.1m)
ZAR2.27bn
ZAR18.9m
tharisa plc 2023 integrated annual report 54
SUSTAINABILITY CONTINUED
ESG framework
Integrating sustainability into our business and investment decision
making has been a feature at Tharisa for some time and we have
always sought to improve our employees’ lives and those of the
communities in which we operate.
In recent years, we have put more focus on the measurement of
environmental data in recognition of the need to reduce our carbon
footprint and impact on the natural environment in a way that is
documented comprehensively.
Our purpose is to minimise our impact on the landscape in order to
benefit the community’s sustainability when our operations cease.
By now, as a company, we can demonstrate how embedding ESG and
sustainability within our strategy makes a difference. This report builds
on the ESG disclosures we have provided in the past and ensures that
all our stakeholders are informed in a timely and transparent way. It
also illuminates the pathway towards our 2030 and 2050 goals with
respect to our decarbonisation pathway using renewable energy and
our internal innovation capabilities.
ESG commitment and accountability
As a global player in PGM and chrome supply we continue to operate
with honesty, integrity, transparency and flexibility. As an
organisation, we acknowledge that impact reporting is not only the
right thing to do but will underpin our progress towards ensuring
multigenerational sustainability of Tharisa. Over the years we have
made progress towards fulfilling the Sustainable Development Goals
(SDGs) and objectives, and this will be reflected in this report. IBIS
Consulting is Tharisa’s sustainability assurance provider for FY2023.
ESG principles and commitments
Principles
Commitments
1. New business cases and investments within the Group will be
• Conduct ESG due diligence and assessment of ESG risk for existing
evaluated against ESG principles
investments and new businesses.
• Establish internal capacity to implement the ESG framework and
deliver on the commitments effectively.
• Integrate ESG framework within Tharisa’s day-to-day business and
operations.
2. Adherence to governance and promotion of ethical practice across
• Make decisions in line with the existing governance framework.
the Group
• Report the Group’s ESG performance half-yearly and annually in line
with GRI standards.
3. Encourage and promote engagement on ESG issues with
• Engage with local (host) communities on all relevant ESG issues in
stakeholders
collaboration with dedicated departments at operations.
4. Adoption of new technology solutions to assist in the transition to a
• Ongoing strategic partnership engagements on adopting cutting-
low-carbon economy
edge technology in the field of Mining machinery.
• Create and maintain a good relationship with state organs and
regulators.
5. Achieve a 30% carbon reduction by 2030
• Integration of role-players in the process of asset replacements
within operations to provide an opportunity to endorse ideas on
low-carbon economy solutions within our mining value chain.
• We are transitioning to renewable energy and the consortium is
committing to invest circa ZAR1 billion towards a solar energy
project to supply Tharisa Mine by Q1 2025.
• Offsetting where applicable to reduce Scope 1 and 2 emissions.
6. Achieve carbon neutrality by 2050
• Our research and facility unit is currently trialling carbon
7. Environmental stewardship
neutralisation projects.
• Create biodiversity management plans to offset our impacts on
sensitive areas and all new developments.
• Improve our water usage at all operations.
• Align to good international industry practice on environmental
principles for stewardship.
tharisa plc 2023 integrated annual report 55
I
S
U
S
T
A
N
A
B
I
L
I
T
Y
Environment and social risks linked to SDGs
Tharisa’s critical environment and social risks and commitments to achieving SDGs
Tharisa’s disclosure of environmental and social risks and commitment to achieving the SDGs applicable to the
business is critically important due to our impact on various environmental and social aspects. Adequate
understanding and management of these risks from a business perspective is essential to ensuring the continuation
and growth of the business and commitment to the SDGs. The critical risks identified for the Tharisa business, which
are linked to the SDGs, have been highlighted below, along with our commitments to reducing these risks on society
and the environment.
Our contribution towards achieving sustainable development goals
We strive for:
• Building adaptable communities
• Environmental stewardship
• Thriving through climate change
16
PEACE,
JUSTICE AND
STRONG
INSTITUTIONS
15
LIFE ON
LAND
13
CLIMATE
ACTION
6
CLEAN
WATER AND
SANITATION
Environ m e n t a l
Stewards hi p
Our
approach
T
h
C
l
i
r
i
v
i
n
m
a
t
e C
h
g through
ange
CLIMATE
ACTION
13
RESPONSIBLE
CONSUMPTION
AND
PRODUCTION
12
AFFORDABLE
AND CLEAN
ENERGY
7
B
u
C
i
l
d
o
i
m
m
u
n
i
t
i
e
s
n
g
A
d
a
p
t
a
b
le
1
NO
POVERTY
GOOD
HEALTH AND
WELLBEING
GENDER
EQUALITY
3
5
DECENT WORK
AND
ECONOMIC
GROWTH
8
As a global player, we acknowledge the importance of creating an economically, socially sustainable, and resilient
environment worldwide; motivating us to align, adhere and surpass the SDGs. Our developmental initiatives have
inherent risks and impacts, which drives us to ensure that we remain committed to the SDGs.
Our sustainability vision is to create long-term value for all our stakeholders.
tharisa plc 2023 integrated annual report
56
SUSTAINABILITY CONTINUED
United Nations
SDGs
Environment/
social aspects
Environment/
social risks
Commitments made to
reducing our risk
Our
status
NO POVERTY
GOOD HEALTH
AND WELL-BEING
• Hunger and
malnutrition
• Food insecurity
• Create sustainable jobs directly and indirectly enables
people to purchase food.
• Food parcels for matric winter school in partnership
Food security
with Engen.
• Food donations.
• Spread of
communicable
and non-
communicable
diseases.
Health
• Providing holistic wellbeing for our employees for free.
• Conducting annual medical assessment for all employees
and contractors.
• Annual medical assessments and lifestyle diseases
assessment
• Providing employees with relevant medication and
counselling.
• Health campaigns over the year.
• Gender-based
• We continue to attract women into management positions
violence.
and promote women in mining.
• Discrimination and
• Diversity and inclusion are celebrated and promoted at
harassment.
• Alienating
Tharisa, and women occupy decision-making authorities.
• We also have strong anti-discrimination policies that
enforce compliance.
• We conduct campaigns and raise awereness on the ending
of GBV.
Equality
GENDER EQUALITY
people-based
gender, sexual
orientation,
marital or civil
partner status,
gender
reassignment,
race, religion or
belief, colour,
nationality, ethnic
or national origins,
disability and age.
Water
Power
usage
CLEAN
WATER AND
SANITATION
AFFORDABLE AND
CLEAN ENERGY
• Contamination of
• Monitor water quality and quantity and input information
the water
resource.
• Overconsumption
of water from a
water scares
country, resulting
in reduced water
available to the
surrounding
communities.
into water models to proactively identify potential pollution
sources and ensure adequate mitigation.
• Reduce water consumption and discharge to conserve and
protect depleting water resources by reusing processed
water.
• Development and implementation of a salt and water
balance and installation of water meters for accurate data
collection from meter readings.
• Maintenance of stormwater management infrastructure to
ensure full compliance with GN704 Regulations.
• Exploitation of
non-renewable
resources.
• Overconsumption
of electricity and
increase the strain
on the national
grid.
• Reduced dependence on coal-generated electricity or even
diesel fuel generators.
• Proposed 30 MW PV solar plant to supply energy to the
mine thereby ensuring a 30% reduction in emissions by
2030.
• Implement energy-saving initiatives. At this stage, our
initiatives included the installation of LED lights, solar
geysers and solar-powered systems (control room).
• Progressive installation of green energy fuel equipment
forms part of our targets and objects to ensure all effective
opportunities are exploited.
✓
✓
✓
✓
✓
tharisa plc 2023 integrated annual report 57
United Nations
SDGs
Environment/
social aspects
Environment/
social risks
Commitments made to
reducing our risk
Our
status
Employment
DECENT WORK AND
ECONOMIC GROWTH
Waste
Climate
change
Biodiversity
Legal
compliance
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
CLIMATE ACTION
LIFE ON LAND
PEACE, JUSTICE
AND STRONG
INSTITUTIONS
• Exploitation forced
or child labour.
• Increased
unemployment,
poor quality jobs,
unsafe work
conditions and
insecure income.
• Contamination of
soil, water and
natural resources.
• Inadequate
available disposal
space due to
incorrect waste
management.
• Release of
increased
greenhouse gases
(GHG) to the
environment.
• Loss of protected
species.
• Alien invasive
species
encroachment.
• Loss of natural
biodiversity (fauna
and flora).
• Fine and penalties
given by
authorities.
• Reputational risk.
• Lack of
environmental
protection.
• We comply with the Labour Relations Act and associated
legal statutes governing the industry.
• We create sustainable work opportunities for young people,
host communities and historically disadvantaged individuals.
• Our remuneration and benefits are competitive.
• Significant waste reduction, increased recycling and reuse.
• Effective engineering-designed waste rock dumps (‘WRDs’)
and tailings storage facilities (‘TSFs’) to prevent
contamination.
• Safe disposal of waste (general and hazardous) to landfill
sites if not able to be recycled.
• Effective mining methods utilised to reduce waste
generation and increase ROM production.
• Energy reduction and use of alternative renewable energy
systems.
• Waste recycling and reduction.
• Monitoring GHG inventory and compliance with our annual
regulatory reporting requirements to the Department of
Forestry, Fisheries and the Environment via the South
African Greenhouse Gas Emissions Reporting System
(SAGERS).
• Eradication of alien invasive species.
• Rehabilitation of areas impacted and no longer in use.
• Ensuring provision is made available for post-closure.
• Acquire all applicable legislative permits and authorisations.
• Undertake environmental and legal audits to continuously
assess and analyse the relevance of all Tharisa-approved
EMPr and associated authorisation to all applicable
legislation, including but not limited to the Mineral and
Petroleum Resources Development Act No 28 of 2002
(MPRDA), National Environmental Management Act No
107 of 1998 (NEMA) and National Water Act No 36 of
1998 (NWA).
• All new activities must obtain approval from Competent
Authorities prior to implementation.
✓
✓
✓
✓
✓
I
S
U
S
T
A
N
A
B
I
L
I
T
Y
* Unless otherwise indicated the data refers to Tharisa Minerals as Karo is still in development
tharisa plc 2023 integrated annual report 58
SUSTAINABILITY CONTINUED
Environment
Environmental management
In the broader sense, sustainability refers to the ability to
continuously maintain or support a process over time. In business,
sustainability seeks to prevent the depletion of natural or physical
resources so that they will remain available for future generations.
Tharisa is thus committed to incorporating sustainability ideology into
our ethos and overall Company values.
Tharisa utilises the Harvard Business School theory to measure our
sustainable business practices by understanding the effect a business
has on the environment and on society, with the goal of sustainable
practice being to positively impact at least one of those areas. Tharisa
encourages a balance between long-term benefits with immediate
returns and the goal of pursuing inclusive and environmentally sound
objectives. In doing this, Tharisa is committed to cutting emissions,
lowering energy usage, sourcing products from fair-trade
organisations, and ensuring their physical waste is disposed of
properly and with a lower carbon footprint.
The SDGs represent a universal call to action to end poverty, protect
the planet and ensure that all people enjoy peace and prosperity.
Of the 17 SDGs from an environmental perspective, Tharisa focuses
on SDG 6 (Clean Water and Sanitation), SDG 7 (Affordable and Clean
Energy), SDG 12 (Responsible Consumption and Production), SDG 13
(Climate Actions), SDG 15 (Life and Land) and SDG 16 (Peace, Justice
and Strong Institutions). Stewardship is our strategic approach to
promoting SDGs and directly driving sustainability initiatives as part
of our 2030 and 2050 climate commitments.
Environmental performance indicators
(2022 vs 2023)
Indicators
FY2023
FY2022
Total water consumption
Total electricity consumed
Total energy consumption
Total CO2 emissions
Total fuel purchased
Total waste generated
1 776 553 m3
3 485 152 m3
213 390 MWh
208 750 MWh
2 241 328 GJ
2 238 622 GJ
5 542 515 tCO2e 5 389 848 tCO2e
42 M litres
41 M litres
3 163 tonnes
4 079 tonnes
Environmental performance
Waste management
Tharisa places emphasis on ensuring that the waste management
hierarchy of controls is always applied, where the most desirable
objective is the generation of the least amount of waste. In contrast,
waste disposal is the last resort after management control. However,
the waste management procedure at Tharisa is such that waste is
generated, separated at source, stored in suitable waste containers
according to a colour coding system, thus allowing for recycling and
reusing where applicable, thereby reducing volumes disposed of.
Total non-hazardous waste
generated
Total hazardous waste generated
(solid)
Total hazardous waste generated
(liquid)
Production waste generated
Tailings waste generated
FY2023
FY2022
1 768.53 tonnes
domestic and
industrial
2 488.83
tonnes solid
1 974.35 tonnes
domestic and
industrial
2 107.28
tonnes solid
9 156 Kℓ
8 937 Kℓ
14.50 Mm3
waste rock
1.15 Mm3
tailings volume
19.38 Mm3
waste rock
1.37 Mm3
tailings volume
Several waste management initiatives were implemented to reduce
the overall waste generation and where waste was generated to
ensure acceptable recycling initiatives were implemented. An overall
reduction of 10% occurred between FY2022 and FY2023. 60% of
the non-hazardous waste generated by the mine was recycled, which
increased from FY2022 by 4%. The types of non-hazardous waste
recycled at Tharisa include scrap metal (69%), timber/wood (4%),
rubber (recyclable) (15%), HDPE piping (11%) and conveyor belts
(1%). In total, 38% of the domestic waste was sent to landfills and
62% of industrial waste was reused/recycled.
Critical to managing waste is also ensuring that hazardous waste
generated by the mine does not have cumulative environmental
impacts. Tharisa aims to ensure that hazardous waste storage and
management areas, including WRDs and TSFs have adequate
controls, such as bund walls and effective design liners, have
collection systems (sumps, silt traps or oil traps) and are correctly
operated and maintained. Tharisa is also committed to ensuring
where hazardous waste can be recycled, it is implemented, therefore,
Tharisa has recycled 100% of its hazardous liquid waste generated
which amounts to 79% of the overall hazardous waste generated by
the mine being recycled. The hazardous waste is reused or treated
through incineration offsite (used oil, contaminated water) and
recycling (sewage: wastewater treatment plant). Empty hazardous
waste containers, including empty drums, empty IBC/flow bins, dust
buckets (20/25L), paint tins, batteries and fluorescent tube boxes are
also recycled.
Water management
A total of 1 776 553 m3 of water was consumed in FY2023. This is in
part attributed to the reduced volume of water needing to be
dewatered from the pits.
tharisa plc 2023 integrated annual report 59
Water usage is among the resources that are closely monitored and
preserved, given our setting within a water-scarce region. The water
used by the mine is mainly abstracted from the boreholes (52%),
Buffelspoort water supply system (0.3%), Rand Water/potable water
(14.9%), purchased water bottles (5.8%) and water used for dust
suppression (27%).
As part of the water conservation strategy for the operations, an RO
water plant has been constructed in FY2022 and is fully operational.
Water from the RO plant supplies the mining changing facilities
instead of using municipal lines. Limited water has been abstracted
from the Buffelspoort Dam due to a positive water balance for most
of the year.
Water outputs
Water outputs include
runoff to surface water,
groundwater and third parties
(community SLP dam and
neighbouring communities
Water consumption
Water consumption
is measured through
evaporation, transpiration,
process water, tailings
and products
Water withdrawal
Tharisa withdraws
water from boreholes,
Buffelspoort water system
and municipal supplies
in compliance
with the approved IWUL
Water use
Water is used in the crushing,
screening and processing
plants and for dust
suppression during blasting,
on haul roads and at ore
transfer points. Portable
water is provided to
employees through Rand
Water and bottled water
Reuse efficiency
The mine’s aim is to reduce the
consumption of water through
reuse and recycling. The mine’s
water system is a closed system
to ensure minimal losses or
discharges
Discharges
Occasional discharges are
unavoidable in certain instances
such as heavy rainfall events.
Discharges are reported
to the relevant authorities and
clean up and rehabilitation
processes are initiated
immediately
Wastewater management
Pollution control dams (’PCDs’) are essential for surface water
management, particularly water considered contaminated, dirty or
polluted. Our PCDs ensure that wastewater is contained through
dirty water channels and pipelines and reused in our processes. The
separation of dirty and clean water is critical for compliance with
GN704 Regulations. Therefore, Tharisa aims to ensure stormwater
management facilities are operated and maintained at optimal
capacity. Process effluent water is collected in the lined TSFs to
prevent seepage into groundwater.
Wastewater generated from sanitation purposes is channelled back
to the sewerage treatment plant where the chemical and biological
treatment of the water is undertaken, resulting in treated water
being pumped to the process water dam for reuse in our processes.
Water recycling
Water recycling is a critical performance indicator, given the amount
of water needed to operate the three processing plants. Therefore,
recycling initiatives form part of our water conservation strategy,
which is in line with SDG 6:
■ Water from the east, west and far west pits is pumped through an
authorised process known as pit dewatering into the Hernic Quarry
and is subsequently pumped back into the system to be reused;
■ Clean and dirty water is separated through the stormwater
management system and routed to the stormwater dam through
various channels in compliance with GN704 Regulations;
■ Return water from the tailings storage facility (’TSF’) drains into the
solution trenches, routed to a drain sump, pumped to a dissipator
dam and then to a licensed PCD for reuse in the plants; and
■ The water management system acts as a closed circuit to prevent
the loss of water and discharge or seepage to the environment.
All water management systems are regularly maintained.
The commissioned expanded wastewater treatment facility allows
wastewater to be treated and reused within the mine circuits,
including water from the change house facilities. In our sustained
efforts to continuously improve, our inaugural salt and water balance
report was developed in February 2022 and updated as per the IWUL
requirement in 2023. These updates are envisaged to occur annually,
and the recommendations therein assist in implementing measures
that will contribute towards water conservation, demand
management and reuse.
Environmental awareness initiatives through induction and monthly
talk topics are continuously implemented to reiterate the importance
of water conservation to our employees and contractors.
Water metering is a critical aspect in terms of monitoring inflows and
outflows accounting for volumes received, used and recycled. This is
a focal area for the organisation. The project for installation of flow
meters, to comply with regulatory requirements and to ensure that
we can account for and report on water used and reused volumes
accurately, started in FY2022 and is in progress.
Energy management
The efficient use of electricity is critical to the successful operation of
the mine and processing plants. Electricity is utilised to run the
processing plants, while diesel is used for the operation of all mining
machinery. This results in energy consumption with the key aim of
reducing the mines’ dependency on non-renewable resources and
focusing attention on renewable power generation. Purchased fuel
for FY2023 amounted to 41 497.96 m3 which increased by 0.26%
and electricity amounted to 213 390.04 MWh, which increased by
3% compared to FY2022.
Tharisa recognises the need to align with the SDGs, particularly our
stated reduction of 30% carbon footprint by 2030 and pathway to
carbon net neutrality by 2050. Therefore, powering the mine with
alternative green energy is essential in attaining these objectives.
FY2023 initiatives included:
■ Undertaking a feasibility study on using Moringa trees to produce
biodiesel. Should the results of this study prove to be favourable,
further investigation into the use of biodiesel will be undertaken.
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tharisa plc 2023 integrated annual report 60
SUSTAINABILITY CONTINUED
■ Construction of a 30 MWh solar farm to provide renewable energy
to the mine. The solar farm was granted environmental
authorisation (EA) in May 2023, with the water IWUL application
approved in November 2023. Should all the applicable
authorisations and permits be approved, it is anticipated that the
solar farm will begin construction in CY2024 and be operational
by Q1 of CY2025.
■ Where solar power generated is not sustainable to power the
mine, specifically at night and in winter or cloudy/rainy weather, an
electricity wheeling arrangement from renewable energy sources is
being investigated, with the service provider potentially being able
to supply the mine with renewable energy of up to 250 MWh.
The future energy plan for Tharisa is detailed below:
■ FY2023 – 100% Eskom power
■ FY2024 Q4 - 63% Eskom and 37% solar
■ FY2025 Q4 - 9% Eskom, 37% solar and 53% wheeled
Future energy plan
(%)
212 836
79 702
133 134
113 162
79 702
19 972
2023
Q4–2024
Q4-2025
■ Eskom ■ Solar ■ Wheeled
Climate change
SDG 13 requires that climate action is taken and efforts are made
towards the global transition change to a low-carbon economy.
Tharisa acknowledges the importance of mitigating and reducing our
GHG emissions and identifying climate change risks and
opportunities. Since 2016, we have calculated our GHG inventory
and have ensured that we comply with our annual regulatory
reporting requirements to the DFFE via South African Greenhouse
Gas Emissions Reporting System (SAGERS). Furthermore, our carbon
footprint results are presented following the GHG Protocol and the
ISO 14064-1 2018 reporting standard which is the dominant
guidance for Company reporting.
Direct (Scope 1) GHG
emissions
Energy indirect (Scope 2) GHG
emissions
Other indirect (Scope 3) GHG
emissions
FY2022
135 077 tCO2e
FY2023
123 555 tCO2e
221 275 tCO2e
221 926 tCO2e
5 071 106 tCO2e 5 197 034 tCO2e
Direct GHG emissions (Scope 1): Represent emissions generated by
sources owned and controlled by Tharisa. Diesel contributed over
90% of the Scope 1 GHG emissions for FY2023.
Energy indirect emissions (Scope 2): Represent emissions that
result from the electricity purchased from the national grid and
consumed by Tharisa. Therefore, it is the sole emitter of
221 926 tCO2e.
Other indirect GHG emissions (Scope 3): Represents emission from
sources activated by the mine’s activities. However, they are owned
and controlled by subcontracting or value-adding chain companies.
These emissions are further categorised upstream and downstream.
Upstream focuses on acquired goods and services, whereas
downstream pertains to sold goods and services.
FY23 quarterly reduction
(tCO2e)
100 000
80 000
60 000
40 000
20 000
0
(20 000
(40 000
(60 000
(80 000
(100 000
)
)
)
)
)
51 165
51 165
75 205
51 165
51 165
51 165
(66 144)
(82 118)
Q4–FY22
Q1–FY23
Q2–FY23
Q3–FY23
Q4–FY23
■ Targeted reduction – total ■ Actual reduced emissions – total
■ Linear (actual reduced emissions – total)
Tharisa’s FY2022 carbon emission performance indicated an increase
in emissions, mostly due to the commissioning of the Vulcan Plant.
Consequently, the carbon emission and reduction targets for FY2023
were reviewed to ensure that we achieved the set carbon reduction
targets. The diagram above illustrates the total actual emissions
versus the target emissions.
Tharisa is committed to undertaking projects focusing on climate
change. An R&D centre in Buffelspoort across from the mine has
been commissioned. The facility will be focused on piloting and
testing renewable energy projects for future implementation in our
operations.
YEAR
VISION 2025
Time Line
■ Group Regulatory Compliance
■
Diversified Energy Mix
■ Carbon Reduction programs
■ Sustainability integration
Shared value and growth
■
■ Data Management systems –
■
■
Sustainability Disclosures Reporting
Internal and External Regulatory Audits
for all the operations
Provision of support services to expansion
projects
■ Water Stewardship – Operational water
■
stewardship strategies
Improved host community procurement
and shared opportunities
■ Drive socioeconomic development in
collaboration with the Community,
Engagement and Transformation teams
at operations
■ Air quality management strategy
tharisa plc 2023 integrated annual report 61
Schotia brachypetala
(Weeping boer-bean)
Erythrina caffra
(African coral tree)
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Celtis africana burm
(White stinkwood)
Cussonia spicata thunb
(common cabbage tree)
The planting of trees aids the mine and surrounding communities in
the following ways:
■ Act as windbreaks;
■ Dust mitigation;
■ Noise and visual screening;
■ Carbon footprint offsetting; and
■ Provide shade during hot climatic conditions.
The translocated trees have been planted within the mine office space
and parking lot, along the PCD, to enhance the current topsoil berm
(noise, visual and dust abatement measures) and to cover patches of
historically degraded land created by farming activities prior to mining
activities.
Areas proposed to be cleared, such as the solar farm and new mining
areas, will aim to ensure minimal vegetation clearance as well as
maximise the preservation of indigenous vegetation.
To support and complement our decarbonisation pathways and
deliver on our long-term ambition, we commit to:
■ Work collectively;
■ Secure financial and technical support;
■ Engage with suppliers to ensure the availability of feasible
decarbonisation technologies;
■ Collaborate to determine the most appropriate role we can play in
contributing to carbon neutrality; and
■ Engage with our partners to get buy-in and ensure alignment with
their commitments, provided these align with our overall level of
ambition.
Biodiversity
Biodiversity is the variability among living organisms within all
ecosystems and their ecological complexes. It is the variation of life
seen on land, water and in the atmosphere. The maintenance of
diversity in the biological and physical elements is crucial for the
preservation of life. While mining may result in the degradation of
habitats and several biological features, Tharisa believes that more
can still be done within and outside the boundaries of the mine to
reduce ecological degradation.
AIP management is critical to the mine and our overall rehabilitation
success. AIPs are removed through chemical and mechanical means
by an independent service provider who employs locally to identify
and remove AIPs. This AIP management promotes natural vegetation
establishment as well as stimulating local employment. Continual
monitoring of AIPs along mine-impacted areas and in the vicinity of
rehabilitated areas is then implemented until the vegetation units are
considered stable. Thereafter, surveillance monitoring is undertaken
periodically to monitor success and stability of the vegetation.
Tharisa is in the process of removing AIPs along the Sterkstroom River
riparian area.
AIP management
As part of the mining process, vegetation is cleared, topsoil is stripped
and stockpiled for later use during rehabilitation. Where possible,
indigenous protected trees, removed during vegetation clearing, are
transplanted to other areas around the mine to ensure the
preservation of our natural biodiversity. In 2008 when mining
commenced at Tharisa, a biodiversity study was conducted where
indigenous protected tree species were identified to preserve the
indigenous vegetation of the area. The tree species selected for
translocation included Celtis africana burm (White stinkwood), Schotia
brachypetala (Weeping boer-bean), Erythrina caffra (African coral tree)
and Cussonia spicata thunb (common cabbage tree) to name a few.
tharisa plc 2023 integrated annual report 62
SUSTAINABILITY CONTINUED
Area rehabilitated by Tharisa previously impacted by a third-party
pre-mining
Trees were recently relocated and planted along PCD to construct a
mitigation measure berm
TSF
Once ROM is extracted from the opencast pits, it is transported to the
processing plant where the ore is finely ground and mixed with water
and chemicals to separate the minerals from waste. Tailings (or slurry)
is the waste remaining after the usable ore has been extracted. The
tailings (consisting of waste and water) is then pumped to the TSF for
permanent disposal.
Poorly managed TSFs can result in potential groundwater pollution.
Recent international catastrophic incidents highlighted the significant
impact that TSF failures can have on the people and environment
downstream from these facilities. Responsible TSF management is,
therefore, a significant focus for investors, NGOs and other
stakeholders, as well as a strategic issue with major financial and
reputational value.
Tharisa is committed to TSF management and standards that align
with national and global good practices for the preservation of health,
safety and the environment in all phases of the mining lifecycle.
Tharisa has two mine residue disposal facilities (MRDFs). MRDF1
comprises TSF 1 and TSF 1 expansion. Mine residue disposal facilities
(‘MRDF’) 2 includes TSF 2 phase 1 and TSF 2 phase 2. TSFs are
constructed using waste rock where the tailings from the plant are
deposited into the basin of containment dams through open-ended
pipes to ensure that TSFs are satisfactorily managed. Tharisa conducts
seepage and slope stability analyses. Reports on MRDF 1 and 2 which
are submitted to the DMRE in compliance with the EMPr conditions.
This review allows for continuous monitoring of the integrity of the
structures and thus allows for the timely identification of potential
environmental issues.
Mitigation measures to minimise the impact of these facilities include:
Intercepting solution trenches as deep as 1.5 metres to collect
seepage, preventing environmental release.
■
■ Stormwater diversion trenches are maintained by removing
vegetation and silt to ensure effective water diversion.
■ Water quality and groundwater levels are monitored by an
independent service provider through the monitoring of various
locations via boreholes surrounding the TSFs, which can detect and
flag potential seepage.
■ As the TSF’s waste rock containment walls exceed the tailings level,
stormwater is stored on the tailings dams, recirculated to the plant
as makeup water and used when needed.
■ Growth of vegetation occurs on the tailings beach to reduce dust
generation.
To learn more about
Patrick Sibuyi’s work
and our rehabilitation
initiatives, click here
Patrick Sibuyi – Environmental Coordinatortharisa plc 2023 integrated annual report Reference No: 144-001
Date: 3 December 2023
stable in the long term than the conventional upstream self-raised method. The industry is
definitively moving away from the upstream self-raised method, with this method being
prohibited in various countries, including Chile, Brazil, and Peru.
The design approach for the TMM and KPM MRDFs includes the use of waste rock to construct
robust containment walls. It significantly reduces the susceptibility of the facilities to static and
transient load-induced liquefaction flow slides by proving an engineered, quality assured
compacted rockfill impoundment, making the facilities inherently more stable throughout their
life cycle. This is a major departure from the conventional upstream method which relies on the
strength of consolidated tailings for the containment of tailings.
Drains and seepage cut-off trenches are included to manage seepage originating from the
supernatant pond through controlled outlet points. An added benefit of the full containment
methodology is that it provides additional freeboard above that which is created by the sloped
tailings beach, significantly reducing the risk of overtopping even during extreme storm events.
TMM is located in a relatively dry region and thus conservation of water is a high priority. The
MRDFs are therefore being operated with minimal amounts of supernatant water stored in the
facilities. Critical controls and performance objectives have been successfully implemented to
ensure the MRDFs embankments remain stable throughout the wet and dry seasons and over
the life of the facilities. The process plant and tailings management teams continue to implement
and maintain good operational performance and best practice guidelines. The MRDFs are
monitored frequently, consisting of:
• Daily inspections.
• Monthly MRDF managing reports and stage capacity curve confirmation.
• Quarterly inspections by the Engineer of Records (EoR) representative.
• Annual review reports by the EoR.
The monitoring approach also ensures that assumptions made during the design phase align
with observations made during the operational phase of the facilities while informing TMM of
future tailings storage requirements.
The operating and monitoring strategy employed at TMM will be implemented at KPM.
63
3. Global Industry Standard on Tailings Management
A new standard relating to tailings management was released on 5 August 2020, titled: “Global
Industry Standard on Tailings Management” or GISTM. The standard was compiled by an
independent panel consisting of ICMM members, the UN Environment Program, and the UN
Principles for Responsible Investment to reinforce existing industry practices and incorporates
social, environmental, local economic, and technological issues. The standard covers the whole
MRDF lifecycle, from project conception through project conclusion.
Over the past three years, Tharisa Minerals has achieved remarkable advancements in aligning
with GISTM. These efforts build upon TMM’s already robust technical standards, demonstrating
commitment to responsible tailings management practices.
Tharisa Minerals' MRDFs exhibit robust structural integrity, which not only meet but exceed
Date: 3 December 2023
Reference No: 144-001
regulatory requirements and demonstrates Tharisa’s commitment to continuous improvement
in safety and compliance.
3.1 TMM compliance with GISTM requirements
A Failure Mode and Effects Analysis (FMEA) was undertaken by TMM in 2022, facilitated by
Page 2
Tetra Tech (Colorado, USA), to identify Credible Failure Modes (CFM) that could lead to the
release of contaminants from the MRDFs. The analyses concluded that no credible failure
modes exist that would lead to a catastrophic release of contaminants from the MRDFs and that
no credible failure modes exist that would lead to a flow-slide failure for any of the MRDFs.
The TMM MRDFs were assessed for their ability to withstand flood and seismic events having
an annual exceedance probability of 1 in 10 000 (maximum design criteria stipulated by GISTM)
and were all found to meet the GISTM requirements for all stages in their life cycle.
TMM is in the process of updating their Emergency Preparedness and Response Plan (EPRP)
in line with GISTM requirements. An Independent Senior Technical Reviewer has been
appointed who has undertaken the review of the designs, operations and closure requirements
of the MRDFs in 2023.
The TMM MRDFs have an extremely low probability of experiencing a catastrophic flow slide
event due to the conservative design measures and stringent monitoring approach outlined
above. This is further supported by the MRDFs compliance with the GISTM maximum design
criteria and FMEA results.
3.2 KPM compliance with GISTM requirements
A Failure Mode and Effects Analysis was undertaken by KPM in 2023, facilitated by Tetra Tech,
to assess the design of the MRDF. The key purpose of the analysis was to identify any
shortcoming in the design which could be rectified prior to the construction of the facility. The
analysis concluded that no credible failure modes exist that would lead to a catastrophic release
of contaminants and that no credible failure modes exist that would lead to a flow-slide failure,
based on the current design. The construction and operation of the facility will need to be
undertaken as per the design specifications to ensure that these findings are applicable to all
phases of the life of the facility.
The design was undertaken with GISTM principles in consideration, and as such, the facility has
been designed to withstand storm and seismic events in accordance with the maximum GISTM
design criteria. Independent reviews of the design have been conducted throughout the design
process.
KPM is actively developing an Emergency Preparedness and Response Plan and finalizing their
tailings management structure in line with GISTM requirements, which they aim to have in place
Reference No: 144-001
prior to the commissioning of the mine.
Date: 3 December 2023
Sent electronically.
Senior Design Engineer – TMM
Senior Design Engineer - KPM
__________________________________
______________________________
Stephan Barkhuizen
B Eng. (Civil) (Hons)
Georgia Wills-Vagis,
BSc Eng (Civil), MSc Eng (Civil)
Page 3
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Project Manager/Director
Reviewer/Director
__________________________________
______________________________________
Andreas C Savvas EUR ING
BSc Eng (Civil), MSc Eng (Civil)
MSAICE, M.ASCE, MIMMM, MSAIMM
Guy J Wiid PrEng
BSc Eng (Civil), MSc Eng (Civil)
M SAICE, M.ASCE, MSAIMM
For and on behalf of Epoch Resources (Pty) Ltd
Page 4
Reference No: 144-001
Date: 3 December 2023
Tharisa Minerals
372 Main Road
Bryanston
Johannesburg
2191
Attention: Messrs. Jonathan Smit & Ilja Graulich
THARISA (PTY) LTD - TAILINGS MANAGEMENT
STRATEGY AND PERFORMANCE
1.
Introduction
Tharisa Minerals Mine and Karo Platinum Mine are subsidiaries of Tharisa PLC (Tharisa). This
letter serves to describe Tharisa’s overall tailings management strategy, as well as provide a
brief overview of each mine’s progress in compliance with the Global Industry Standard on
Tailings Management.
Tharisa Minerals Mine (TMM) is located in the Marikana district on the North-West Province of
South Africa. The mine currently has 4 Mine Residue Disposal Facilities (MRDFs) of which 2
are dormant and 2 are actively receiving tailings. The design of TMM’s fifth MRDF has been
submitted for approval to the South African Department of Minerals Resources and Energy and
the South African Department of Water and Sanitation, the outcome of which will be
communicated to TMM by the end of 2023.
Karo Platinum Mine (KPM) is located in the Midlands Province of Zimbabwe. The mine is in the
development phase. The construction of the initial MRDF is to commence in October 2023, with
the aim of commissioning the facility in July 2024.
Epoch Resources have undertaken the design and construction supervision of all TMM MRDFs
and have completed the design of the KPM MRDF. Epoch have also been appointed as the
Engineer of Record (EoR) for both mines.
2. MRDFs description
The TMM and KPM MRDFs were designed as full containment facilities with rockfill
embankments and with foundation keys extending down to competent material following a
downstream method of construction. Waste rock generated from the open cast operations and
tailings from the processing of ore is integrated into sustainable final landforms with notable
Date: 3 December 2023
Reference No: 144-001
benefits in terms of rehabilitation and maintenance. Furthermore, this method of construction
provides an engineered, quality assured compacted rockfill impoundment that is inherently more
stable in the long term than the conventional upstream self-raised method. The industry is
definitively moving away from the upstream self-raised method, with this method being
prohibited in various countries, including Chile, Brazil, and Peru.
Epoch Resources (Pty) Ltd
Directors
Reg No 2005/007908/07
R Brink, K. Liesker,
The design approach for the TMM and KPM MRDFs includes the use of waste rock to construct
Dr. G Papageorgiou,
Block B, 8 Viscount Road, Bedfordview, Germiston, 2008, South Africa
robust containment walls. It significantly reduces the susceptibility of the facilities to static and
AC Savvas, T Thysse, GJ Wiid
www.epochresources.co.za
transient load-induced liquefaction flow slides by proving an engineered, quality assured
compacted rockfill impoundment, making the facilities inherently more stable throughout their
life cycle. This is a major departure from the conventional upstream method which relies on the
strength of consolidated tailings for the containment of tailings.
Drains and seepage cut-off trenches are included to manage seepage originating from the
supernatant pond through controlled outlet points. An added benefit of the full containment
methodology is that it provides additional freeboard above that which is created by the sloped
tailings beach, significantly reducing the risk of overtopping even during extreme storm events.
TMM is located in a relatively dry region and thus conservation of water is a high priority. The
MRDFs are therefore being operated with minimal amounts of supernatant water stored in the
facilities. Critical controls and performance objectives have been successfully implemented to
ensure the MRDFs embankments remain stable throughout the wet and dry seasons and over
the life of the facilities. The process plant and tailings management teams continue to implement
and maintain good operational performance and best practice guidelines. The MRDFs are
monitored frequently, consisting of:
• Daily inspections.
• Monthly MRDF managing reports and stage capacity curve confirmation.
• Quarterly inspections by the Engineer of Records (EoR) representative.
• Annual review reports by the EoR.
The monitoring approach also ensures that assumptions made during the design phase align
with observations made during the operational phase of the facilities while informing TMM of
future tailings storage requirements.
The operating and monitoring strategy employed at TMM will be implemented at KPM.
3. Global Industry Standard on Tailings Management
A new standard relating to tailings management was released on 5 August 2020, titled: “Global
Industry Standard on Tailings Management” or GISTM. The standard was compiled by an
independent panel consisting of ICMM members, the UN Environment Program, and the UN
Principles for Responsible Investment to reinforce existing industry practices and incorporates
social, environmental, local economic, and technological issues. The standard covers the whole
MRDF lifecycle, from project conception through project conclusion.
Over the past three years, Tharisa Minerals has achieved remarkable advancements in aligning
with GISTM. These efforts build upon TMM’s already robust technical standards, demonstrating
commitment to responsible tailings management practices.
Tharisa Minerals' MRDFs exhibit robust structural integrity, which not only meet but exceed
regulatory requirements and demonstrates Tharisa’s commitment to continuous improvement
in safety and compliance.
Page 2
tharisa plc 2023 integrated annual report
64
SUSTAINABILITY CONTINUED
Financial provision
Tharisa was granted a Mining Right and EA, which permits Tharisa to
extract PGMs and Chrome from the approved mining reserve. In
doing so, Tharisa is committed to ensuring that once the resource has
been extracted, the land is rehabilitated in such a manner that
preserves the use of the land for future generations.
Tharisa is thus committed to continual and, where applicable,
concurrent rehabilitation efforts to ensure a better and sustainable
tomorrow.
The FY2023 financial closure liability for the Tharisa Mine as of
30 September 2023 is R376 265 430.99 (including VAT), which is
made up as follows:
■ R297 122 140.25 for the East Mine area; and
■ R79 143 290.74 for the West Mine area.
This provision is calculated independently on an annual basis to
ensure sufficient funding is made available for the rehabilitation at
the mine.
Rehabilitation
Where infrastructure such as TSFs are proposed to remain for the
LOM and become dormant, the sidewalls of these facilities are
topsoiled to allow vegetation growth. TSF 1 phase 1 northern sidewall
was topsoiled between 2014 and 2015 and natural vegetation
allowed to regrow. TSF 2 phase 1 was topsoiled between 2021 –
2022 and vegetation growth is slowly establishing. Where vegetation
does not occur naturally, additional measures as prescribed in the
mine’s EMPr will be implemented.
TSF1 phase 1 – Rehabilitated
TSF 1 phase 1 – No longer operational and has been rehabilitated
TSF2 phase 1 –Topsoiled
Operational road
(Will be rehabilitated in future)
TSF1 phase 1 – Rehabilitated
TSF2 phase 1 –Topsoiled
Air quality
The atmosphere is the earth’s largest single shared resource, which
protects and supports life by absorbing ultraviolet solar radiation,
warming the surface and regulating temperature. These vital roles are
under threat due to human-driven activities that result in the
introduction of pollutants into the atmosphere. It is, therefore,
Tharisa’s responsibility to ensure that our emissions are managed
accordingly, which does not result in significant negative impacts on
the environment and our surrounding neighbours. Identifying sources
of emissions ensures that we develop, execute, monitor and maintain
our air quality management plan.
Dust monitoring
Monitoring programmes play a strategic significant role in ensuring
that potential air quality impacts are quantified to assist with the
continued improvement of control measures. Monthly dust fall-out
monitoring is being carried out at 18 strategic locations around the
mine. The main dust-generating sources at Tharisa include drilling,
blasting, materials handling, ore crushing and screening, vehicles
travelling on unpaved roads and wind erosion. The dust monitoring
locations are shown below.
TSF 2 phase 1 – Topsoil and revegetation in progress
Our monitoring programme consists of networks of dust deposition
gauges. Results from these monitoring networks will be used to assess
compliance with the criteria/limits as per the dust fall-out guidelines
for dust deposition and National Ambient Air Quality Standards
(NAAQS) with reference to the concentrations of particulate matter.
The graph depicts the dust fall-out results for the financial year.
tharisa plc 2023 integrated annual report 65
options to find the best solution. During the trial Tharisa investigated
the following options:
■ Netting/dust curtains
■ Planting of grass
■ Usage of Bedim, a chemical dust suppressant
■ Other dust suppressants
A site-specific risk assessment was conducted to determine the best
means of reducing the generation of dust. The results indicated that
utilising dust suppressants provided a positive short-term to medium-
term results.
The dust suppressant on TSF 1 has since been applied and is reapplied
every winter. Additionally harvesting natural grass growth on the TSF
1 to vegetate the entire tailings dam has also minimised the
generation of dust. Tharisa has also erected netting on the northern
side of TSF 1 that acts as a wind barrier.
Passive monitoring
The air quality monitoring programme also includes passive
monitoring that commenced in 2013. Skyside conducts the
monitoring by quantifying concentrations of sulphur dioxide (SO2) and
nitrogen dioxide (NO2) that emanate from mining activities such as
blasting. The diffusive sampling method, is ideal as it requires no
supervision, is noiseless, and can be used in potentially hazardous
environments. It also accommodates sampling at multiple locations
and thus determines long-term data trends in a specific geographical
area. The three locations within surrounding communities including
Lapologang, Glenross Farmhouse and Swanepoel are used. The
NAAQS provides the limit concentrations at various averaging periods.
±
Passive Monitoring Plan
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Lapologang Village
!(
Industrial dust fall-out results for the FY2023
Residential dust fall-out results for the FY2023
To mitigate the dust impact experienced, a site-specific air quality
management plan was developed and executed. Air quality
management at Tharisa will continue to involve a combination of
proactive and reactive management strategies, as well as at-source
control measures. These measures will continue to be supported by a
network of dust monitoring stations. Current mitigation measures at
the mine include:
■ Drilling with water.
■ Water sprinkler systems along conveyor belts.
■ Water sprinkler systems within the crushing and screening plant.
■ Dust suppression within the processing plant.
■ Dust suppression on mine haul roads using water trucks and
stationary water cannons.
For FY2023, 480 662 m3 of water was utilised for dust suppression.
Tharisa started with a dust suppression project for TSF1 extension
(dormant) in December 2018, where different suppliers were engaged
in suitable options for the mine. Tharisa opted to trial different
Date: 23/11/2023
Creator: Claire Wannenburgh
Map: Passive Monitoring Plan
1
0,5
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1
Kilometers
1:22 000
Glenross Farm House
!(
!( Swanepoel
Esri, HERE, Garmin, (c) OpenStreetMap contributors, and the GIS user community, Source: Esri, Maxar, Earthstar Geographics, and the GIS User Community
Legend
!( Passive_Monitoring_Points
Mining Right Boundary
tharisa plc 2023 integrated annual report 66
SUSTAINABILITY CONTINUED
Noise management
Noise pollution is energy pollution in which distracting, irritating, or
damaging sounds are freely audible. In the narrowest sense, sounds
are considered noise pollution if they adversely affect wildlife, human
activity, or can damage physical structures on a regular, repeating
basis.
The prevailing source of artificial noise pollution within the local area
is from the Tharisa mining operations, specifically from the crushing
and processing plant, scheduled periodic blasting (daytime), loading
and hauling of material, earth-moving equipment (grader), packer
machine and public transportation on the N4 highway.
As Tharisa does contribute to the noise levels in the environment,
monthly noise monitoring is being undertaken to ensure the noise
generated by the mine is mitigated as much as possible. The locations
of the noise sampling points are shown below.
±
Noise Monitoring Plan
Receptor No 4
!(
Receptor No 5
!(
Receptor No 3
!(
Receptor No 2
!(
!( Receptor No 8
Receptor No 7
!(
Receptor No 6
!(
Receptor No 1
!(
Date: 23/11/2023
Creator: Claire Wannenburgh
Map: Noise Monitoring Plan
1
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1
Kilometers
1:22 000
Esri, HERE, Garmin, (c) OpenStreetMap contributors, and the GIS user community, Source: Esri, Maxar, Earthstar Geographics, and the GIS User Community
Legend
!( Noise Monitoring Points
Mining Right Boundary
Tharisa’s nearby residential district can be classified as an urban district
with one or more of the following: workshops, business premises and
main road areas with most ambient noise levels emanating from
surrounding mine operations, N4 highway, agricultural activities,
natural and anthropogenic sources (e.g., vehicular movements and
existing operations). According to SANS 10103:2008, the noise rating
levels for urban districts with one or more of the following: workshop;
business premises and main roads must comply with the noise rating
level of 60 dB(A) daytime and 50dB(A) night-time.
From the monitoring results, it may be concluded that the impact
from blasting on the environmental noise is not more significant than
the impact by other sources (road traffic from the N4 highway, other
mining operations and plant activities).
It may also be concluded that the noise climate in the area
surrounding Tharisa is not in compliance with the standard guideline
based on the baseline results and that the mining activities have no
significant impact on the noise climate. However, several mitigation
measures have been proposed and will be implemented to reduce
the noise generated specifically from the mine, where possible.
Nathuael Shoagoane – Bus Drivertharisa plc 2023 integrated annual report 67
Governance
Environmental compliance and management systems
As the mine is ever-evolving, continued upgrades to the mine are required. Every upgrade or change may require further environmental authorisation.
Tharisa is committed to ensuring that no activities take place without the required environmental authorisations and permits, where required.
Approved authorisations
The following licences have been issued to Tharisa from 2008 to date. In FY2023, two new environmental authorisations were approved.
Approval
Reference
Approval date
Approval of Environmental Management Programme for the Mining Right in respect of various
portions of the various farms K/Kraal 342 JQ and Rooikoppies 297 JQ situated in the Magisterial
District of Rustenburg (North West regions) Tharisa Minerals (Pty) Ltd
DMRE ROD reference
number: (NW)
30/5/1/2/3/2/1/358EM
19 September 2008
Environmental Impact Assessment Report and Environmental Management Programme (EMPr)
Environmental authorisation for Tharisa opencast mine on the farms K/Kraal 342 JQ, Rooikoppies
297 JQ and possibly Elandsdrift 467 JQ near the town Marikana, listed activities 1(b), 1(m), 1(n),
1(p), 1(q), 1(s), 7, 12, 12, 14, 15 in Government Notice number R. 386, including listed activities
1(c), 1€, 1(h), 1(j), 1(p), 2, 5, 6 and 10 in Government Notice number R. 387, within Rustenburg
Local Municipality, North West province (NWP/EIA/159/2006)
DMRE reference
number:
NW30/5/1/2/3/2/1/358
DACE ROD reference
number: NWP/
EIA/159/2007
13 August 2009
23 October 2009
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Environmental Impact Assessment Report and Environmental Management Programme (EMPr)
Amendment 1: Inclusion of portions 96, 183 and 286 of the Farm K/Kraal 342 JQ Rustenburg
Local Municipality
DMRE reference
number:
NW30/5/1/2/3/2/1/358
14 July 2011
Environmental authorisation for the diversion of an existing 275kV powerline and associated
infrastructure at Tharisa Mine, within the Rustenburg Local Municipality, North West province
Environmental authorisation for the construction and operation of a chrome sand drying plant,
storage fuel, changes in footprint, size and design of the TSF and waste rock dumps,
construction and operation of a new waste rock dump and disturbance of waste causes at
Tharisa Mine on the Farms K/Kraal 342 JQ and Elandsdrift 467 JQ near Marikana, listed activities
number 11(xi), 13 and 18 in GN No. R.544, listed activities number 5, 15 and 26 in GN No. R545
and listed activity number 14 in GN No. R546, Rustenburg and Madibeng Local Municipality,
North West province
Environmental Management Programme (EMPr) Amendment 2: Construction of [1] Genesis Plant
4th state crusher circuit [2] Vulcan optimisation circuit
Approval of addendum to the approved Environmental Impact Assessment/Environmental
Management Programme (EIA/EMPr) to include changes to the pit, tailings dam and waste rock
facilities, a chrome sand drying plant in respect of various properties, situated in the magisterial
district of Rustenburg
Integrated Water Use Licence
DEA ROD reference
number:
14/12/16/3/3/3/408
READ reference
number: NWP/
EIA/50/2011
15 November 2012
29 April 2015
DMRE reference
number:
NW20/5/1/2/3/2/1/358
DMRE reference
number: (NW)
30/5/1/2/3/2/1/358EM
24 June 2015
24 June 2015
DWS reference
number: 03/A21K/
ABCGIJ/1468
16 July 2012
Amendment of an environmental authorisation in respect of the upgrade of the existing
wastewater treatment plant in respect of the Farm Rooikoppies JQ 297, Elandsdrift JQ 467 and
K/kraal JQ 342 JQ within the magisterial district of Rustenburg North West province
DMRE ROD reference
number: NW
30/5/1/2/3/2/1/358EM
14 August 2020
tharisa plc 2023 integrated annual report 68
SUSTAINABILITY CONTINUED
Environmental compliance and management systems continued
Approval
Reference
Environmental Impact Assessment Report and Environmental Management Programme (EMPr)
Amendment 3: Inclusion of Portion 113 of the Farm K/Kraal 342 JQ and increase of waste rock
quantities
DMRE reference
number:
NW30/5/1/2/3/2/1/358
Integrated Water Use Licence amendment
Amendment of Tharisa Mine Impact Assessment Report and Environment Management
Programme
Amendment of environmental authorisation in respect of the application for environmental
authorisation together with a waste licence for increase storage capacity of tailings facility and
waste rock dump and increase the authorised fuel storage capacity in respect of Farm
Rooikoppies JQ 297, Elandsdrift JQ 467 and K/kraal JQ 342, within the magisterial district of
Bojanala, North West province
DWS reference
number: 03/A21K/
ABCGIJ/1468
DMRE reference
number:
NW30/5/1/2/2/1358
and DEDECT reference
number: NWP/
EIA/50/2011
DMRE reference
number: NW
30/5/1/2/3/2/1/358EM
Rectification of an unlawful commencement with a listed activity as contemplated in section 24G
of the National Environmental Management Act, 1998 (Act No. 107 of 1998) as Amended
Listing Notice 1 activity number 14 ’the development and related operation of facilities or
infrastructure, for the storage, or for the storage and handling of a dangerous good, where such
storage occurs in containers with a combined capacity of 80 cubic metres or more but not
exceeding 500 cubic metres
DMRE reference
number: NW
30/5/1/2/3/2/1 (358)
EM
Approval date
1 September 2020
12 November 2020
3 August 2021
3 August 2021
10 August 2021
Environmental authorisation for the establishment of a mixed-use township development on
portion 149 of the Farm Rooikoppies 297, Rustenburg Local Municipality
Amendment of an environmental authorisation in terms of the National Environmental
Management Act, 1998 (NEMA) as amended, and the Environmental Impact Assessment (EIA)
regulations, 2013 in respect of the application for environmental authorisation together with a
waste licence for the expansion of the existing and approved far west waste rock dump 1 by a
footprint of 109 HA and the establishment of a waste rock dump on backfilled portions of the
east pit by a footprint of 72 ha
DEDECT reference
number:
NWP-EIA-60-2022 EA
DMRE reference
number: NW
30/5/1/2/3/2/1/358EM
25 April 2023
31 May 2023
New applications
The following new projects have been commissioned and the environmental authorisation processes are in progress.
Project
Responsible Competent Authority
Status
Rehabilitation and closure strategy application
DMRE
Tharisa IWUL application
Additional Waste rock storage – TSF 3 WRD
Extension 1
Increase of TSF 2 storage capacity (lifting of TSF
2 walls)
Expansion of the mine into the underground
workings
DWS
DMRE
DMRE
DMRE
Arxo smelter environmental authorisation
DEDECT and Bojanala Platinum District
Application awaiting final decision
Licence declined in July 2023
IWUL re-application is in progress
Application and final scoping report submitted
to the Competent Authority for decision
making on whether the application can
proceed to the ESIA phase
Final EIA submitted to Competent Authority for
decision making
Environmental application in progress
Application submitted to the Competent
Authority. Draft scoping report out for public
review
Arxo Metals AEL application
Bojanala Platinum District
Awaiting final decision by district municipality
tharisa plc 2023 integrated annual report 69
The external annual IWUL audit was conducted in February 2023 by
an independent service provider. From the audit findings, it was
concluded that Tharisa is 72% compliant with its IWUL conditions.
The improvements noted from the audit included ensuring that the
upgrades to the stormwater management systems are being
conducted.
Environmental awareness
The mine undertakes monthly environmental awareness campaigns
to ensure all employees and contractors are made aware of the
importance of environmental protection. The environmental talk
topics for 2023 are presented below.
Months
Monthly talk topic 2023
Seasonal
campaigns
Air quality
Environmental aspects and
impacts
Good air quality is a human
right
Mining impacts on air quality
and the mitigation measures
thereof.
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Conservation of water
resources
Water
Tharisa Minerals’ authorised
water uses
Impacts of mining activities on
water quality
Causes of sedimentation in
mining
Impacts of sedimentation on
the environment
Preventing sedimentation
Sedimentation
Impacts of wasting energy
Energy
Reducing energy consumption
Promoting green energy
January
February
March
April
May
June
July
August
September
October
November
December
Environmental audit results
Environmental Management Programme report (EMPr)
In February 2022, Tharisa conducted its external biennial EMPr audit.
The audit outlined Tharisa’s operational compliance in terms of the
approved EMPr (2008) and the various amendments. Tharisa scored a
compliance of 79.74%:
Implementation of stormwater management, policy updates,
meeting procedural requirements, stream diversions management,
addressing noise and dust exceedances, and hazardous substances
management are the environmental aspects that require great focus
and improvement.
To address these concerns the following measures have been
implemented during FY2023:
■ The construction of stormwater settlement/silt trap and V-drains
facilities was completed in the third quarter of FY2023. Additional
V-drains are being constructed to separate clean and dirty water
systems and ensure no ’dirty water’ emanating from operational
areas is released into the environment.
■ Non-conformances with site-specific procedures are addressed
through monthly internal audits/inspections with regular follow-ups
on recommended corrective measures in line with legislative and
procedural requirements.
■ A rehabilitation programme has been implemented along the
Sterkstroom River, specifically focusing on removing AIPs.
■ Concrete barricading, which was impeding the flow at the
Sterkstroom River crossing, has been removed.
■ Following sequential exceedances of air quality limits, an air quality
management plan, which includes corrective and preventative
measures was compiled and has been implemented.
− Additional water bowsers have been sourced, and additional
dust fall-out monitoring buckets have been recently added to
the monitoring network.
■ Specific improvements have been undertaken towards hazardous
waste management at the dozer yard, hazardous waste storage
area, truck service area, and the new assembly yard.
The next external biennial EMPr Audit will be conducted in early
2024 and should reflect the significant progress and improvements
made to address the non-compliances identified above.
Environmental authorisation compliance audits
Annual EA audits are conducted to assess Tharisa’s compliance with
the conditions stipulated in the various EAs that have been issued
since 2008 to 2023. The scope of the latest external audit covered
the 10 EAs issued to Tharisa since its commissioning.
Tharisa is 99% compliant with the conditions of the various EAs.
Tharisa will continue implementing mitigation measures and
monitoring their effectiveness within the mine to maintain its
compliance score.
IWUL audits
In compliance with the NWA, the DWS issued Tharisa with an IWUL
on 16 July 2012. Several amendments in terms of the conditions
listed in the IWUL were requested from the DWS in 2013. On 12
November 2020, the DWS issued Tharisa an amendment licence in
terms of Section 50 of the NWA. This amended licence supersedes
the licence issued to Tharisa on 16 July 2012.
tharisa plc 2023 integrated annual report 70
SUSTAINABILITY CONTINUED
Social
Safety
My health is my wealth
At Tharisa, the holistic wellbeing of our employees is a priority to us,
and good health goes beyond the physical. Tharisa takes mental
health and social wellbeing very seriously. To achieve this state of
holistic wellbeing, we conduct annual medical assessments via our
medical surveillance programme that helps us screen the physical
health of our employees and their ability to perform their roles and
provide appropriate treatment where needed. In an effort to raise
the importance of overall health, we have established an EAP within
our wellness department with dedicated professional therapists and
social workers who are trained to service and support the mental
and emotional health of Tharisa Minerals employees and immediate
family members because a healthy body is equivalent to a healthy
mind.
Furthermore, we have dedicated Wednesdays to wellness, dubbed
‘Wellness Wednesday’, where various wellness topics are deciphered
and circulated through our communication channels.
Wellness Team raising awareness on breast cancer detection and
treatment for women
Cancer awareness campaign at MetQ
Each of us is responsible for returning home safely to our families
and loved ones. This is why we have encouraged the focus on
shaping a leading health and safety culture fully embedded in our
working methods, counting on everyone’s leadership, engagement
and participation. Tharisa is committed to methods that reduce harm
to employees and non-employees, to fulfil our commitment we have
a safety, health, and environment management system, which
assesses existing and new risks through policies and procedures.
Tharisa SHE management system
At Tharisa, we maintain a safe work environment for our employees
and provide appropriate information and regular training to promote
SHE awareness. However, the fundamental responsibility and duty
lie with all employees to address SHE risks at work. The business
relies on sound SHE monitoring systems, procedures, along with a
competent and trained workforce. We are committed to constantly
assessing our SHE performance and measuring our progress through
detailed SHE performance indicators, while also committing to
implementing international good practice.
Reaching safety milestones
Our people are our greatest assets and keeping them safe and
healthy is our core value. The Group applies a safety management
system which requires all assets under our operational control to
have an effective safety management system. Continuous risk
assessments are conducted to identify appropriate control measures
for risk mitigation. Assessments of this nature can inform whether
current standards, procedures, operating checklists and training
lesson plans need to be updated.
To ensure compliance, we include a system of ’over-inspection’ by
supervisors and safety staff, followed by planned task observations
to ensure employees are familiar with procedures and well-trained in
executing their tasks. Further mitigation measures include visible
leadership, leadership safety pledges, audits, ongoing training and
on-the-job coaching. All the mandatory codes of good practice are
adopted and implemented as part of our safety standards
procedures. Scheduled and random SHE internal audits are
conducted, and the findings from those audits help us pay attention
to areas we might be lacking in and develop corrective action plans.
The following safety statistics were accomplished this reporting year
through interventions and continuous monitoring of safety
indicators:
FY23
FY22
LTI
LTIFR
7 LTI
0.13 LTIFR
15
0.29
tharisa plc 2023 integrated annual report SafeTharisa – safe season trumps silly season
The health and safety of our people is a core value, where we strive
towards attaining zero harm. This is supported by our SHE
management system, which defines standards, codes, and tools to
ensure that every employee is aware of their responsibilities.
Leadership takes safety seriously. They lead by example and keeping
the ethos of safety a priority.
The newly introduced SafeTharisa is an initiative aimed at focusing
its operations and projects, including all managers, employees and
contractors, on elimination of fatalities and serious injuries. The
SafeLife Behaviours and fatal hazard codes are fundamental
components of SafeTharisa.
Tharisa identified fatal hazard codes which were designed to address
common causes of serious injuries and fatalities in the mining sector.
The fatal hazard codes are implemented by order of priority, and
when they are implemented and managed effectively, fatal and
serious injuries can be eliminated from the operations.
At Tharisa, we have identified Safe Life Tools which will ensure zero
harm to employees, contractors, visitors and the community.
SafeLife Behaviours
SafeLife Behaviours are designed to prevent fatalities by promoting
safety practices that are based on past incidents. Violations of these
behaviours are considered serious and involve intentionally
committing unsafe acts while fully aware of the potential risks to
oneself, others, or the Company.
Tharisa takes a proactive approach to preventing fatalities and
protecting employees by taking severe disciplinary action for willful
violations of the SafeLife Behaviours. This approach, implemented
fairly and consistently, encourages everyone to prioritise safety and
protects both employees and Company assets. These behaviours
apply to all Tharisa employees, temporary employees, contractors,
and visitors on Tharisa-operated sites.
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Employees who violate these behaviours willfully will face disciplinary
proceedings,. however, the severity of the penalty will be determined
through a fair treatment process.
The ultimate goal of the SafeLife Behaviours is to ensure that
everyone at Tharisa can work in a safe environment.
• Safety must not only be implemented in the workplace, but also
at home.
• Systems – Environment – Equipment – People is interlinked to
Stop-Look-Assess-Manage (‘SLAM’). To ensure that all potential
hazards are considered during the hazard assessment process,
SEEP can be utilised. This will enable effective management and
control of any unwanted events.
Visible coaching leadership
• Visible coaching leaders set a positive example by demonstrating
the desired behaviours, work ethic and commitment to safety.
They represent the values and expectations of the organisation
and inspire employees to align their actions with those principles.
• Benefits include increased employee engagement, improved.
safety performance, enhanced productivity, and the development
of a strong and motivated workforce. By actively coaching and
supporting their teams, leaders create a culture of collaboration,
continuous learning, and shared accountability, which leads to
long-term success.
Other tools we utilise at Tharisa include:
• T-Connect or Tharisa connect – An integral component of the
Health and Safety management system.
• Incident cause analysis method (‘ICAM’) - A holistic systemic
safety investigation analysis method.
• ISOMETRIX – This is an electronic management system that
enhances document organisation, improves collaboration and
communication among teams and departments, provides
enhanced version control and audit trail, increases data security,
access control and streamlines workflow to improve efficiency.
• Level 1 risk assessment – the SLAM technique is utilised to prompt
employees to STOP work in case they perceive a potential threat
to their health and safety.
Human capital
Talent management and retention
At Tharisa, our people are one of our biggest assets; they keep the
wheel spinning – they are Tharisa. We embed our values and goals
into a structured performance management system that allows for a
link between the organisation’s goals and individual departmental
plans (‘IDPs’) and goals to exist. As a core value of care for our
people, we believe in recognising and appreciating value add. The
performance management system, in conjunction with various talent
management tools, assists management in identifying a talent pool
that will equip the organisation to grow and promote talent from
within the organisation. Identified talent enter a mentoring
relationship that provides them with additional support.
Our people development philosophy fosters a rich and diverse
culture focusing on self-development, leadership development,
performance and creating a pipeline of future leaders for Tharisa.
We commit to creating a learning culture that drives engagement in
ongoing professional development.
Our talent management framework boasts a high level of focus on
high potentials through our vigorous talent mapping processes. We
aim to ensure a talent pipeline is created for our people with
targeted development opportunities and retention of our scarce and
critical skills within Tharisa.
tharisa plc 2023 integrated annual report 72
SUSTAINABILITY CONTINUED
At Tharisa, we believe every employee is equally important.
Therefore, we have structured developmental programmes that can
assist all employees irrespective of their level of education. All
educational assistance and development programmes are linked to
career paths in various fields across Tharisa. Employees have an
opportunity to complete an IDP, which helps them track their
development. Key offerings that are provided at Tharisa are:
• Legal/compliance training including licences – job training and SOP
training.
• Original-equipment manufacturers (‘OEM’) technical training –
adult basic education.
• Mathematics and Science upgrade for Grade 12.
• Educational assistance (academic/technical qualifications).
• Mentoring and coaching.
• Learnerships.
• Management fundamentals – supervisory upskilling.
• Drive, reward and recognise performance excellence and
innovation by significantly differentiating rewards for top
performers i.e., pay for performance.
• Give effect to the Remuneration Committee’s direction on fair,
responsible and transparent remuneration.
• Support the vision by empowering the attraction and retention of
the right talent.
• Correlate directly with the growth plans, financial and overall
performance of the business.
• Review and benchmark salary scales by professional in-country
service providers to ensure the Company remains competitive in
diverse markets.
Diversity and inclusion the Tharisa way
Diversity and inclusion are celebrated and promoted at Tharisa.
Differences such as life experiences, gender, sexual orientation,
marital or civil partner status, gender reassignment, race, religion or
belief, colour, nationality, ethnic or national origins, disability, age
and upbringing unite us with one another underpinning our diverse
workforce.
In this modern society diversity and inclusivity within any sector is
important, and more particularly in the mining sector. Tharisa prides
itself on its diverse culture and inclusive nature, and this is supported
by our policies such as:
• Diversity and Inclusion Policy Statement; and
• Employment Equity Policy and Procedure.
At Tharisa, we focus on our similarities more than our differences –
we are family. We believe that our differences tighten the bonds
between our employees and customers. This uniqueness enables us
to offer the business and our customers different skills, ideas,
approaches and expertise. To support this, Tharisa strives to create
an inclusive environment where our people are involved, respected,
connected, encouraged, cared for and welcomed. We want every
unique person working for Tharisa to feel they have a valued
contribution to make a success of the business.
Breaking Stereotypes – Tharisa Women in Mining
Compensation and benefits
Tharisa offers competitive benefits through provident funds and
medical aid options.
Tharisa also recognises that people work for more than monetary
rewards. Therefore, the reward approach must integrate all the
reward elements i.e., total reward. The cornerstones of the approach
to monetary reward are competitive reward and pay for
performance.
Beyond monetary reward, emphasis is placed on recognition through
the culture and values programme. The programme focuses on
recognising the efforts of individuals and business teams in meeting
business goals and reinforces the behaviours aligned with our values
and leadership principles.
Our core principles are to:
• Enable the attraction, retention and engagement of high-
performing employees.
• Inspire and motivate people to outperform against the business
strategy, goals and targets.
We thrive through our diversity
Harmony and unity at Tharisa
Among other things, we achieve harmony and unity through the
following:
• We create an environment where people feel involved, respected,
valued, trusted, connected and empowered.
• All our people have opportunities for growth and development.
• We create relationships of mutual trust and respect.
• We respect and celebrate the variety of local cultures, people and
ideas in Tharisa.
• We leverage our differences to achieve better business results.
tharisa plc 2023 integrated annual report • Our workforce will reflect our customer base and the communities
in which we work.
• We are proud to work for Tharisa.
Holistic Wellness
At Tharisa, people are our greatest asset. Therefore, we aim to assist
and care for our fellow employees with a clear wellness strategy. A
well-established referral structure and allocating the necessary
resources for employees to feel valued, supported, heard, safe and
taken care of.
As part of the Wellness department’s support structure, we have
registered professionals on site and an external company whom we
partner with to support our employees through EAP and counselling
services. The need and value of this platform is supported by the
numbers, a total of 634 sessions were held with employees and
contractors during the financial year.
Our EAP services include:
• Anxiety and stress.
• Grief and bereavement.
• Child-related concerns.
• Suicidal ideology due to depression.
• Domestic violence, abuse and gender-based violence.
• Family and marital concerns.
• Financial planning and guidance.
• Illness-related concerns.
• Sexual assault.
Sleeping disorders.
• Substance and/or alcohol abuse.
• Traumatic events.
• Work-related concerns.
• Life after employment.
• Personal wellbeing.
Social Stewardship
Tharisa is committed to the socioeconomic upliftment of our
employees and communities in which the mine operates. We
understand the importance of building trust and being transparent
helps us attain and maintain our social licence to operate.
We strive to minimise potential negative social impacts while
encouraging opportunities for the local communities we operate
within. Tharisa will continue its commitment to community initiatives
through its SLP and CSI to address unemployment, alleviate poverty,
provide basic infrastructure, education and development needs –
bridging the backlog of government initiatives.
73
A chance to get to know our communities
Tharisa Minerals is situated in the Bojanala District Municipality
within the Rustenburg Local Municipality, close to the small town of
Marikana. The mine’s immediate neighbour is the community of
Mmaditlhokwa. Approximately one-third of the employees at Tharisa
Minerals and the mining contractors are from this community.
Our strategy for host communities’ social and economic progression
is aligned and informed by the local municipality’s integrated
development plan (‘IDP’). It is translated into action through local
initiatives incorporated into our SLP.
Key municipal initiatives include:
• Local economic development projects.
• Bursary awards to local qualifying Grade 12 students.
• Internships and bursaries.
• Work-integrated learning opportunities.
• Apprenticeship and ‘vac’ work opportunities for the local youth.
Total SLP/CSI spend
Total amount spent on SLP
CSI spent
Infrastructure development
R18 561 202
R8 501 663
R9 502 487
We stay connected to our communities
(partners)
Tharisa Minerals prefers to work directly with its host communities
rather than through charitable organisations. In this way, the
Company engages meaningfully, directly and intimately with these
communities.
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Within Ward 32, the municipal area where the mine operates, there
are several villages and small holdings. This has resulted in a diverse
range of stakeholders, from employee families to farmers. The
Group participates in structured engagement with small farm
owners, and these engagements are hosted separately due to their
differences and diverse needs and cultures.
Since its establishment, the task team has been able to compile
feedback and presentations to the DMRE on risk assessment within
the community, with wide community participation. Community
commitment and support are key as local stakeholders know the
issues in their community and how best to address them while
accounting for our social licence to operate. People and community
remain at the heart of our values. We are open to engaging with our
community to help secure academic and economic empowerment.
Social labour plans and community social
initiatives
This past financial year, our focus was on education, portable skills
training, telecommunication, healthy living, and taking care of
vulnerable people. The table below summarises our input towards
the education system and reduces the literacy gap.
tharisa plc 2023 integrated annual report 74
SUSTAINABILITY CONTINUED
Community
Initiatives
AET
Learnership
Bursaries
Internships
(external)
Portable skills
Enterprise
development
Total
FY23
FY22
Beneficiaries
Status Beneficiaries
116
20
2
42
51 Completed
In progress
7
In progress
6
In progress
18
Status
Completed
In progress
In progress
In progress
25
19
Completed
In progress
45
18
Completed
Completed
126
243
Tharisa aims to recruit from the local communities and surrounding
areas where possible. To this end, several programmes have been
implemented to train the youth in the communities to provide the
necessary skills to make them employable, not only by Tharisa
Minerals but also by other mines in the area.
During FY2023, many community members benefitted from basic
numeracy and literacy training provided by Tharisa Minerals at no
cost.
Upon completing their training, these learners will qualify as fully
fledged artisans. The interns are recently qualified graduates who
require workplace experience before entering the job market, and
Tharisa can offer coaching advice for job seeking and interviews.
Being a highly mechanised operation, the Tharisa Mine is not
labour-intensive, making it impossible for Tharisa Minerals alone to
meet all the employment needs of the local communities. A
database from which people are identified for recruitment and
training interventions has been established by Tharisa Minerals in
collaboration with the local communities and is continuously
updated.
Our procurement traditions
Mining Charter Compliance
At Tharisa, we treasure our suppliers and partners who provide their
goods and services to support the successful functioning of our
operations. We also pride ourselves on inclusive procurement
because charity does begin at home. We, as Tharisa, ensure our
continued compliance with relevant South African legislation and the
Mining Charter. To proving our commitment to equality and
inclusion, a total of R2 270 986 010 was spent on HDP, Women and
B-BEE Compliant companies.
Mining goods
Category
Spend value
Spend target
Spend target vs. actual
Variance (2023)
2023
2022
2023
2022
HDP
Women
R671 428 665
R1 210 465 707
R240 179 892
R459 789 752
B-BBEE compliant
R1 569 420 907
R1 940 657 371
Total spend
R2 270 986 010
R2 408 563 589
21%
5%
44%
70%
30%
11%
69%
109%
50%
19%
81%
–
9%
6%
25%
–
Although we did not meet all our service good targets during FY2023, the variation is minimal. To remediate this in the coming years, we have
invested in providing access to quality higher education to the youth in our host communities and provide skills training to our existing employees.
Service goods
Category
Spend value
Spend target
Spend target vs. actual
Variance (2023)
2023
2022
2023
2022
HDP
Women
Youth
R1 132 439 820
R1 100 586 650
R239 967 970
R278 273 276
R74 773 328
R46 077 506
B-BBEE compliant
R2 046 938 994
R2 321 856 257
Total spend
R2 378 193 794
R2 377 975 733
50%
15%
5%
10%
80%
48%
10%
30%
86%
–
47%
11%
6%
98%
–
(2%)
(5%)
(2%)
76%
–
tharisa plc 2023 integrated annual report 75
Enterprise and supplier development spend with community
The primary purpose of the B-BBEE Act and the Codes of Good Practice is to address the legacy of the past and enhance the current and future
economic participation of black people in the South African economy. Enterprise and supplier development (ESD) is one of the five B-BBEE scorecard
elements and codes. ESD is a component of preferential procurement which seeks to strengthen and diversify organisation’s supply chain, while
stimulating economic transformation.
At Tharisa, we spent a total of R18 977 020 acquiring supplies from 19 black-owned companies in FY2023.
The case studies depict some of the initiatives undertaken during FY2023
These shoes were made for walking…to school
As the schooling calendar kicked off this year, Tharisa’s SLP and Transformation department
accompanied by ward 32 councillor and the Marikana South Africa Police Service (SAPS),
embarked on a school visit to hand over school shoes to learners in Marikana Full- Service
Primary and Areaganeng Secondary Schools in Marikana West.
One of Tharisa’s core values is ’care’, this being demonstrated by ensuring that the learners of
2023 receive the care their feet need. The donation comprised 99 pairs for the primary and
48 pairs for the secondary school.
Both Principals of the schools conveyed a message of gratitude to Tharisa for the generous
donation and implored them never to stop the good work of supporting the local communities.
They also emphasised how this donation will help reinstate confidence in its learners and it will
push them to attend classes.
In the remarks, Tharisa emphasised the importance of the culture of learning and reiterated
how delighted it is to contribute to the empowerment of these learners and hope this donation
will improve their self-esteem.
I
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T
A
N
A
B
I
L
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T
Y
Mining is finite – that is why we priorities portable skills
Mining is finite, at some point the ore will deplete and the mine will cease to exist. In our effort
to not leave our host communities as ghost towns, we take steps to alleviate this by providing
portable skills training to our employees. Portable skills training equips employees and
communities with skills that are outside the mining industry. Skills development remains an
integral part of Tharisa, and the dedicated SLP team strives to meet commitments.
In total, 11 employees recently attended hospitality training for two weeks at the Tharisa
conference centre. The training entailed food handling, maintaining proper hygiene, baking
and basic legislation aligned with hospitality. All the candidates completed the training and
were awarded certificates in a closing ceremony.
tharisa plc 2023 integrated annual report 76
SUSTAINABILITY CONTINUED
Two generations of Tharisa
Keeping up with the digital age
The first to ever do it
Liana Omphile Masilo is a 23-year-old Electrical Engineer from the Maditlhokwa community in
Marikana. She graduated in September 2023 from the Vaal University of Technology.
Her mother was a Tharisa employee for over 10 years until her retirement in 2023. Liana is the
first person in her bloodline to attend and graduate from an institution of higher education –
breaking generational chains and steering a path for those who will come behind her.
When we spoke about the benefits she has received from the Tharisa bursary programme,
Liana expressed immense gratitude for the opportunity awarded to her by Tharisa. ’This
opportunity showed me that I had the potential to achieve whatever I want…anything is
possible only if you put your mind to it – just be patient.’
Liana is a Processing Instrumental intern and would like to study further to obtain her
Advanced Diploma in Electrical Engineering and work for Tharisa Minerals.
Technology has become integral to our daily lives, influencing various spheres, including
education. The collaborative effort between Tharisa and Enaex saw the donation of eight
interactive boards valued at over half a million rands to Marikana Primary School.
The donation ceremony took place on Thursday, 29 July as the principal of Marikana Primary
received the interactive boards on behalf of the school. The handover ceremony was attended
by both the Tharisa and Enaex teams including their executives, respectively.
These innovative tools are set to change the teaching and learning experience, offering a wide
range of benefits that extend beyond the traditional classroom setup. The interactive boards
will facilitate a more interactive and engaging learning experience, allowing teachers to
incorporate multimedia and interactive tools in their lessons.
Meet Thabang William Mbhele, a 23-year-old male from the small town of Modderspruit in the
Bojanala District Municipality, North West province. He is in the final year of his Mining
Engineering degree at the University of the Witwatersrand (Wits) and is one of the beneficiaries
of the Tharisa bursary programme.
Our relationship with Thabang began in 2018 when he was selected among high-performing
students at Marikana High School to receive funding from the Company. When we sat down
with Thabang and asked him what his plans were after matric before his interaction with
Tharisa, his response was, ’I come from a community where higher education is a far-fetched
dream; once you get your matric you look for a job. I lacked motivation because I didn’t know
anyone in my immediate family or circle that had gone to university’.
When asked what he has learned through this experience, Thabang was not shy about sharing
how going to university has introduced him to new challenges and moulded and prepared him
to face the real world. ’Going to university has introduced me to the opportunity to learn and
dream bigger, thanks to Tharisa’.
His goals for the future include branching into rock engineering and working for Tharisa
Minerals.
tharisa plc 2023 integrated annual report 77
Task Force on Climate-related Financial Disclosures (’TCFD’)
Tharisa is a dual-listed entity, listed on the JSE and the LSE. In accordance with the UK Financial Conduct Authority (’FCA’) Listing Rules, entities
listed in the UK must disclose in accordance with the TCFD recommendations and disclosures from 2023 onwards. In compliance with this
requirement, Tharisa has for the first time referenced our integrated annual report against the recommendations and disclosures in compliance
with TCFD. We aim to enhance our disclosures in the coming financial years.
The table below provides our disclosures.
Task Force on Climate-related Disclosure (TCFD) recommended disclosures
Governance: Disclose the organisations governance around climate-related risks and opportunities
(a)
Describe the board’s oversight of climate-related risks and
opportunities
(b)
Describe management’s role in assessing and managing climate-
related risks and opportunities
FY2023:
• Sustainability Letter: Page 4.
• Key Focus Areas and Decisions of the Board During FY2023 Page 108.
• Climate Change and Sustainability Committee: Page 112.
• Climate Change Governance: Page 114.
FY2023:
• Why invest in Tharisa: Page 1.
• Principal Risks and Uncertainties: Page 50.
• ESG Principles and Commitments: Page 54.
• Climate Change Governance: Page 114.
Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the organisations business, strategy, and financial
planning where such information is material
(a)
Describe the climate-related risks and opportunities the
organisation has identifies over the short, medium, and long term
(b)
Describe the impact of climate-related risks and opportunities on
the organisation’s businesses, strategy, and financial planning
(c)
Describe the resilience of the organisation strategy, taking into
consideration different climate-related scenarios, including a
2o Celsius or lower scenario
FY2023:
• Our Strategy: Page 2.
• Sustainability Letter: Page 4.
• Principal Risks and Uncertainties: Page 50.
• United Nations SDGS: Page 56.
• Climate Change: Page 60.
FY2023:
• Sustainability Letter: Page 4.
• ESG Principles and Commitments: Page 54.
• Financial Provision: Page 64.
FY2023:
• Why Invest in Tharisa: Page 1.
• Sustainability Letter – From mine to megawatt: Page 4.
• Climate Change Governance: Page 114.
Risk management: Disclose how the organisation identifies, assesses, and manages climate-related risks
(a)
(b)
(c)
Describe the organisation’s process for identifying and assessing
climate-related risks
Describe the organisation’s process for managing climate-related
risks
Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisations overall
risk management
FY2023:
• Principal Risks and Uncertainties: Page 50.
• New Business Committee: Page 112.
FY2023:
• Environmental management: Pages 58.
FY2023:
• How Tharisa creates shared value: Page 16.
• Principal Risks and Uncertainties: Page 50.
• Climate Change: Page 60.
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such
information is material
(a)
(b)
(c)
Disclose the metrics used by the organisations to assess climate-
related risks and opportunities in line with its strategy and risk
management process
Disclosure Scope 1, Scope 2 and if appropriate Scope 3 GHG
emissions, and the related risks
Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets.
FY2023:
• Our Strategy: Page 2.
• Principal Risks and Uncertainties: Page 50.
FY2023:
• United Nations SDGS: Page 56.
• Climate Change: Page 60.
FY2023:
• Sustainability Letter: Page 4.
• Climate Change: Page 60.
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A
B
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tharisa plc 2023 integrated annual report 78
SUSTAINABILITY CONTINUED
Six-year ESG data
Number of employees including contractors
Contractors
HDSA
HDSA (Top Management Paterson Grade F)
HDSA Management (Senior Management Paterson Grade E)
Women
Lost days due to labour action
AMCU
NUM
Solidarity
Number of grievances lodged and resolved
Employee turnover
Number of fatalities
Number of medical treatment cases
Number of lost-time injuries LTI
End of year lost-time injury frequency rate (LTIFR)
Total recordable case frequency rate (TRCFR)
Fatal injury frequency rate (FIFR)
Number of employees and contractors voluntarily tested for HIV/AIDS
Number of employees who tested positive for HIV/AIDS
Total number of employees who know their HIV status
HIV/AIDS prevalence rate among employees and contractors
Number of employees screened for TB/silicosis (via medical surveillance programme)
Number of employees and contractors who underwent hearing tests (via medical surveillance
programme)
Occupational diseases (number of new silicosis)
Total number of new cases of noise-induced hearing loss (NIHL)
Number of employees who attended wellness days
Human
resources
(Tharisa
Minerals)
Safety
Health
Waste rock (Mm3)
Tailings Volume( Mm3)
Reef mined (Mt)
Total electricity consumption (MWh)
Total energy consumption (GJ)
Total CO2 emission (SCOPE 1) (tCO2e)
Total CO2 emission (SCOPE 2) (tCO2e)
Total CO2 emission (SCOPE 3) (tCO2e)
Environment
Total water consumption (m3)
Cumulative rehabilitation provision (US$m)
Number of significant environmental incidents
Diesel used (m litres)
Explosives used (t)
Domestic waste (t)
Hazardous waste (used oil) (kl)
Training and
development
Hazardous waste (other) (t) (contaminated oil and lead cupels and oil rags)
Employees and contractors received induction
Number of employees and community members on AET programmes
Interns and graduates
Employees awarded study assistance
Total spend on training (US$m)
* Unless otherwise indicated the data refers to Tharisa Minerals as Karo is still in development
Six-year trend
2023
4 261
2 327
2022
3 712
1 763
2021
4 412
2 581
2020
3 082
1 346
2019
2 826
1 079
2018
2 430
758
20% Appointment of black female as
Group HR Director
19% More employees have left AMCU
Solidarity only recognised from 2020
Fatality occurred on 21 October 2022
94%
100%
69%
26%
0
24%
40%
8%
30
268
1
8
7
0.13
0.29
0.02
3 876
155
3 999
13.94%
3 094
7 934
0
1
257
14.5
1.15
4.18
94%
100%
69%
24%
0
30%
17%
19%
7
309
0
17
17
0.41
0
0
0
0
3
92%
100%
50%
23%
0
29%
14%
27%
0
150
0
10
11
0.34
0
0
0
0
0
756
19.4
1.37
5.51
n/a
17.6
1.39
5.38
0.09
0.27
92%
100%
47%
22%
0
32%
12%
29%
0
0
22
4
0
0
0
0
0
n/a
16.1
1.25
4.97
91%
100%
44%
21%
0
51%
9%
n/a
0
0
11
9
0
0
0
0
0
414
11.1
1.19
4.63
90%
60%
44%
0
65%
n/a
0
0
12
6
0.18
0
0
0
0
0
400
10.8
1.26
4.85
12.20%
13.00%
14.00%
12.00%
10.00%
3 014
8 281
7 608
5 140
4 715
4 715
5 784
5 784
6 768
6 368
3 432
425
2 296
480
3 842
504
4 660
536
3 509
392
HIV/AIDS awareness and prevention
measures are available
213 390
208 750
200 256
185 807
175 329
169 480
2 241 328
2 238 622
123 555
221 926
135 077
221 275
98 815
212 272
82 829
182 343
84 000
156 200
2 600
162 800
5 197 034
5 071 106
4 926 110
2 285 059
2 235 100
2 068 500
Refer to Climate change section on
20.0
13.2
21.1
17.3
13.1
21.8
Rehab provided in ZAR (currency
1 776 553
3 485 152
1 591 031
1 290 346
4 082 908
4 283 399
Reduced dewatering from the open pit
page 60
fluctuations)
following infrastructure initiatives
developed in previous years
4
42
14 145
674.41
4
42
15 689
863.09
544
458
66
72
62
1.9
114
32
36
2.3
0
40
18 272
629.14
393
672
60
45
43
2.7
2 488.83
2 109.56
6 216
6 968
6 439
0
38.2
15 763
637.4
358
356.4
7 289
275
40
58
3.1
0
29
10 597
697.6
330
258.9
5 343
224
24
20
3.4
0
28
11 878
525.9
271
4 190
82
21
9
3.3
Focus on waste recycling over the
reporting year
83
As a result of increased contractors on
site
Commissioning of Vulcan Plant
Training is changed in ZAR but reported
in US$, exchange rate variations distort
numbers
tharisa plc 2023 integrated annual report Health
Number of employees screened for TB/silicosis (via medical surveillance programme)
Number of employees and contractors who underwent hearing tests (via medical surveillance
Human
resources
(Tharisa
Minerals)
Safety
Six-year ESG data
Number of employees including contractors
HDSA (Top Management Paterson Grade F)
HDSA Management (Senior Management Paterson Grade E)
Lost days due to labour action
Contractors
HDSA
Women
AMCU
NUM
Solidarity
Number of grievances lodged and resolved
Employee turnover
Number of fatalities
Number of medical treatment cases
Number of lost-time injuries LTI
End of year lost-time injury frequency rate (LTIFR)
Total recordable case frequency rate (TRCFR)
Fatal injury frequency rate (FIFR)
Number of employees and contractors voluntarily tested for HIV/AIDS
Number of employees who tested positive for HIV/AIDS
Total number of employees who know their HIV status
HIV/AIDS prevalence rate among employees and contractors
programme)
Occupational diseases (number of new silicosis)
Total number of new cases of noise-induced hearing loss (NIHL)
Number of employees who attended wellness days
Environment
Total water consumption (m3)
Cumulative rehabilitation provision (US$m)
Waste rock (Mm3)
Tailings Volume( Mm3)
Reef mined (Mt)
Total electricity consumption (MWh)
Total energy consumption (GJ)
Total CO2 emission (SCOPE 1) (tCO2e)
Total CO2 emission (SCOPE 2) (tCO2e)
Total CO2 emission (SCOPE 3) (tCO2e)
Number of significant environmental incidents
Diesel used (m litres)
Explosives used (t)
Domestic waste (t)
Hazardous waste (used oil) (kl)
Hazardous waste (other) (t) (contaminated oil and lead cupels and oil rags)
Employees and contractors received induction
Number of employees and community members on AET programmes
Training and
development
Interns and graduates
Employees awarded study assistance
Total spend on training (US$m)
Six-year trend
2023
4 261
2 327
2022
3 712
1 763
2021
4 412
2 581
2020
3 082
1 346
2019
2 826
1 079
79
2018
2 430
758
90%
60%
44%
20% Appointment of black female as
Group HR Director
0
65%
19% More employees have left AMCU
n/a
0
Solidarity only recognised from 2020
0
12
6
0.18
0
0
3 509
392
0
10.00%
6 768
6 368
Fatality occurred on 21 October 2022
HIV/AIDS awareness and prevention
measures are available
I
S
U
S
T
A
N
A
B
I
L
I
T
Y
94%
100%
69%
26%
0
24%
40%
8%
30
268
1
8
7
0.13
0.29
0.02
3 876
155
3 999
13.94%
3 094
7 934
0
1
257
94%
100%
69%
24%
0
30%
17%
19%
7
309
0
17
17
0.41
0
0
3 432
425
0
12.20%
3 014
8 281
0
3
756
14.5
1.15
4.18
213 390
2 241 328
123 555
221 926
5 197 034
19.4
1.37
5.51
208 750
2 238 622
135 077
221 275
5 071 106
92%
100%
50%
23%
0
29%
14%
27%
0
150
0
10
11
0.34
0
0
2 296
480
0
13.00%
7 608
5 140
92%
100%
47%
22%
0
32%
12%
29%
0
0
22
4
0.09
0
0
3 842
504
0
14.00%
4 715
4 715
91%
100%
44%
21%
0
51%
9%
n/a
0
0
11
9
0.27
0
0
4 660
536
0
12.00%
5 784
5 784
0
0
n/a
17.6
1.39
5.38
200 256
0
0
n/a
16.1
1.25
4.97
185 807
0
0
414
11.1
1.19
4.63
175 329
0
0
400
10.8
1.26
4.85
169 480
98 815
212 272
4 926 110
82 829
182 343
2 285 059
84 000
156 200
2 235 100
2 600
162 800
2 068 500
20.0
13.2
21.1
17.3
13.1
21.8
1 776 553
3 485 152
1 591 031
1 290 346
4 082 908
4 283 399
4
42
14 145
674.41
4
42
15 689
863.09
544
458
2 488.83
2 109.56
6 216
66
72
62
1.9
6 968
114
32
36
2.3
0
40
18 272
629.14
393
672
6 439
60
45
43
2.7
0
38.2
15 763
637.4
358
356.4
7 289
275
40
58
3.1
0
29
10 597
697.6
330
258.9
5 343
224
24
20
3.4
0
28
11 878
525.9
83
271
4 190
82
21
9
3.3
Refer to Climate change section on
page 60
Rehab provided in ZAR (currency
fluctuations)
Reduced dewatering from the open pit
following infrastructure initiatives
developed in previous years
Focus on waste recycling over the
reporting year
As a result of increased contractors on
site
Commissioning of Vulcan Plant
Training is changed in ZAR but reported
in US$, exchange rate variations distort
numbers
SUSTAINABILITYtharisa plc 2023 integrated annual report 80
SUSTAINABILITY CONTINUED
INDEPENDENT ASSURANCE STATEMENT TO THE MANAGEMENT OF THARISA PLC
INDEPENDENT ASSURANCE STATEMENT TO THE MANAGEMENT OF THARISA PLC
IINNTTRROODDUUCCTTIIOONN
IINNTTRROODDUUCCTTIIOONN
EENNGGAAGGEEMMEENNTT LLIIMMIITTAATTIIOONNSS
IBIS Environmental Social Governance Consulting Africa (Pty) Ltd (IBIS) was commissioned by Tharisa PLC (Tharisa) to conduct an
IBIS Environmental Social Governance Consulting Africa (Pty) Ltd (IBIS) was commissioned by Tharisa PLC (Tharisa) to conduct an
independent third-party assurance engagement in relation to the sustainability information in its Annual Report (the Report) for
independent third-party assurance engagement in relation to the sustainability information in its Annual Report (the Report) for
the financial year that ended 30 September 2023.
the financial year that ended 30 September 2023.
IBIS is an independent licensed provider of sustainability assurance services. The assurance team was led by Petrus Gildenhuys
IBIS is an independent licensed provider of sustainability assurance services. The assurance team was led by Petrus Gildenhuys
with support from Ibrahim Akoon, Megan Nair and Bradley Riley from IBIS. Petrus is a Lead Certified Sustainability Assurance
with support from Ibrahim Akoon, Megan Nair and Bradley Riley from IBIS. Petrus is a Lead Certified Sustainability Assurance
Practitioner (LCSAP) with more than 25 years’ experience in sustainability performance measurement involving both advisory and
Practitioner (LCSAP) with more than 25 years’ experience in sustainability performance measurement involving both advisory and
assurance work. This assurance engagement is the second consecutive sustainability assurance engagement conducted for Tharisa
assurance work. This assurance engagement is the second consecutive sustainability assurance engagement conducted for Tharisa
by IBIS.
by IBIS.
AASSSSUURRAANNCCEE SSTTAANNDDAARRDD AAPPPPLLIIEEDD
AASSSSUURRAANNCCEE SSTTAANNDDAARRDD AAPPPPLLIIEEDD
This assurance engagement was conducted in accordance with AccountAbility’s AA1000 Assurance Standard v3 (2020)
This assurance engagement was conducted in accordance with AccountAbility’s AA1000 Assurance Standard v3 (2020)
(“AA1000AS”) and the AA1000 Accountability Principles Standard (2018) (“AA1000AP”) and was performed to meet the
(“AA1000AS”) and the AA1000 Accountability Principles Standard (2018) (“AA1000AP”) and was performed to meet the
AA1000AS Type II Moderate level requirements.
AA1000AS Type II Moderate level requirements.
RREESSPPEECCTTIIVVEE RREESSPPOONNSSIIBBIILLIITTIIEESS AANNDD IIBBIISS’’ IINNDDEEPPEENNDDEENNCCEE
RREESSPPEECCTTIIVVEE RREESSPPOONNSSIIBBIILLIITTIIEESS AANNDD IIBBIISS’’ IINNDDEEPPEENNDDEENNCCEE
TTHHAARRIISSAA
TTHHAARRIISSAA
IIBBIISS
IIBBIISS
Tharisa is responsible for preparing their Annual Report
Tharisa is responsible for preparing their Annual Report
and for the collection and presentation of sustainability
and for the collection and presentation of sustainability
information within the report.
information within the report.
IBIS’ responsibility is to the management of Tharisa alone
IBIS’ responsibility is to the management of Tharisa alone
and in accordance with the scope of work and terms of
and in accordance with the scope of work and terms of
reference agreed with Tharisa.
reference agreed with Tharisa.
Tharisa is also responsible for maintaining adequate
Tharisa is also responsible for maintaining adequate
records and internal controls that support the reporting
records and internal controls that support the reporting
IBIS applies a strict independence policy and confirms its
IBIS applies a strict independence policy and confirms its
impartiality
impartiality
to Tharisa
to Tharisa
in delivering
in delivering
the assurance
the assurance
processes.
processes.
engagement.
engagement.
AASSSSUURRAANNCCEE SSCCOOPPEE
AASSSSUURRAANNCCEE SSCCOOPPEE
The scope of the subject matter for moderate assurance in accordance with the AA1000AS assurance standard, as detailed
The scope of the subject matter for moderate assurance in accordance with the AA1000AS assurance standard, as detailed
in the agreement with Tharisa is set out below:
in the agreement with Tharisa is set out below:
SSUUBBJJEECCTT MMAATTTTEERRSS IINN TTHHEE AASSSSUURRAANNCCEE SSCCOOPPEE
SSUUBBJJEECCTT MMAATTTTEERRSS IINN TTHHEE AASSSSUURRAANNCCEE SSCCOOPPEE
Adherence to the AA1000AP (2018) AccountAbility
Adherence to the AA1000AP (2018) AccountAbility
The following selected disclosures relating to
The following selected disclosures relating to
Principles of Inclusivity, Materiality, Responsiveness, and
Principles of Inclusivity, Materiality, Responsiveness, and
material ESG risks and opportunities for its South
material ESG risks and opportunities for its South
Impact.
Impact.
African entities:
African entities:
Total Energy Consumed (GJ)
Total Scope 1 Emissions (tCO2e)
Total Scope 2 Emissions (tCO2e)
EENNVVIIRROONNMMEENNTTAALL::
•
•
•
•
• Water use (Kl)
•
Total greenhouse gas (GHG) emissions (tCO2e)
SSOOCCIIAALL::
•
Total amount spent on corporate social
investment (CSI), Socio-economic Development
projects (SED) and Social and Labour Plans
(SLP)
• Number of grievances lodged and resolved
Total amount of waste disposed and recycled
T H A R I S A A S S U R A N C E S T A T E M E N T
T H A R I S A A S S U R A N C E S T A T E M E N T
(tonnes)
• Number of significant Environmental Incidents
(Level 3 – 5)
Lost Time Injury Frequency Rate (LTIFR)
HHEEAALLTTHH AANNDD SSAAFFEETTYY::
•
•
•
• Occupational diseases (Number of new Silicosis
Total recordable case frequency rate (TRCFR)
Fatal injury frequency rate (FIFR)
•
•
/ TB / NIHL cases)
Total number of employees who know their HIV
status
Total number of new cases of noise-induced
hearing loss (NIHL)
The following assessment criteria were used in undertaking the work:
AAAA11000000AAPP ((AAccccoouunnttAAbbiilliittyy PPrriinncciipplleess))
TThhaarriissaa’’ss iinntteerrnnaall rreeppoorrttiinngg pprroocceedduurreess
AA1000AP (2018) AccountAbility Principles criteria for
Inclusivity, Materiality, Responsiveness, and Impact
The completeness, accuracy, and validity of
reported data
AASSSSUURRAANNCCEE PPRROOCCEEDDUURREESS PPEERRFFOORRMMEEDD
Our assurance methodology included:
TTeessttiinngg
IInntteerrvviieewwss
IInnssppeeccttiioonn
AAsssseessssiinngg
RReeppoorrttiinngg
TTeessttiinngg,, on a
sample basis, the
measurement,
collection,
aggregation, and
reporting
processes in place
IInntteerrvviieewwss with
relevant data owners
to understand and
evaluate the
processes in place
for maintaining
information in
relation to the
subject matters in
IInnssppeeccttiioonn aanndd
ccoorrrroobboorraattiioonn of
supporting
evidence received
electronically to
evaluate the data
generation and
reporting
AAsssseessssiinngg the
presentation of
information
relevant to the
scope of work in
the Annual report
for consistency
with the assurance
processes against
observations
the assurance scope
the assurance
criteria
RReeppoorrttiinngg the
assurance
observations to
management as
they arose to
provide an
opportunity for
corrective action
prior to
completion of the
assurance process
T H A R I S A A S S U R A N C E S T A T E M E N T
2
IBIS planned and performed the work to obtain all the information and explanations believed necessary to provide a basis for the
assurance conclusions for a moderate level of assurance in accordance with AA1000AS. No limitations on access to information
were experienced.
The procedures performed in a moderate assurance engagement vary in nature from, and are less in extent, than for a high
assurance engagement. As a result, the level of assurance obtained for a moderate assurance engagement is lower than for high
assurance as per AA1000AS.
AASSSSUURRAANNCCEE CCOONNCCLLUUSSIIOONN
In our opinion, based on the work undertaken for moderate assurance as described, we conclude that the subject matters in the
scope of this assurance engagement have been prepared in accordance with the defined criteria and are free from material
misstatements.
KKEEYY OOBBSSEERRVVAATTIIOONNSS AANNDD RREECCOOMMMMEENNDDAATTIIOONNSS FFOORR IIMMPPRROOVVEEMMEENNTT
Based on the work set out above, and without affecting the assurance conclusion, the key observations and recommendations for
improvement are set out below.
IINN RREELLAATTIIOONN TTOO AAAA11000000AAPP ((22001188))
IInncclluussiivviittyy:: Tharisa has publicly detailed its commitments and has incorporated these commitments into several policies and
procedures that have been implemented across the group. The process of ensuring that Tharisa implements a stakeholder-
inclusive approach is overseen by the Board with support from executive managers and operational teams. It is recommended
that Tharisa advance to set relevant metrics to measure stakeholder engagement effectiveness, outcomes, and impact.
MMaatteerriiaalliittyy:: Tharisa has an organisation-wide, ongoing process to manage sustainability risks, which is overseen by senior and
executive management. It is recommended that Tharisa enhances its articulation of its materiality determination process in its
reporting, especially as it relates to the evaluation and prioritisation of material sustainability topics.
RReessppoonnssiivveenneessss:: Tharisa has processes in place to develop responses related to material topics and communicate them to
stakeholders. The processes are differentiated according to stakeholders. It is recommended that Tharisa formalize and codify
some of its practices for responding to stakeholders to ensure that the process is widely communicated and understood across
the organization.
IImmppaacctt:: Tharisa has processes in place to understand, measure, evaluate and manage its impacts, which are integrated into its
wider organisational management processes. It is recommended that Tharisa enhances its articulation of its material impacts to
include its potential negative impacts and ensure that its SDG contributions are robust. This may enhance the strategies
implemented for impact management.
IINN RREELLAATTIIOONN TTOO TTHHEE SSEELLEECCTTEEDD DDIISSCCLLOOSSUURREESS
It was observed that, systems and processes are in place to provide source data related to the selected disclosures assessed. The
increase in disclosures subjected to assurance as well as the uptake of recommendations from the previous sustainability assurance
cycle is commended. Formula and data entry inconsistencies identified during the final consolidation of the sustainability
information, were subsequently adjusted and IBIS is satisfied with the accuracy of the final data in the assurance scope as
presented.
A comprehensive management report detailing the findings and recommendations for continued sustainability reporting
improvement has been submitted to Tharisa management for consideration.
1
1
T H A R I S A A S S U R A N C E S T A T E M E N T
3
PPeettrruuss GGiillddeennhhuuyyss
Director
IIBBIISS EEnnvviirroonnmmeennttaall SSoocciiaall GGoovveerrnnaannccee CCoonnssuullttiinngg AAffrriiccaa ((PPttyy)) LLttdd
Johannesburg
12 December 2023
The assurance statement provides no assurance on the
maintenance and integrity of sustainability information on the
website, including controls used to maintain this. These matters
are the responsibility of Tharisa.
T H A R I S A A S S U R A N C E S T A T E M E N T
4
tharisa plc 2023 integrated annual report
81
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SUSTAINABILITYKgopotso Mashiane – Operations Jnr Metallurgisttharisa plc 2023 integrated annual report MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – THARISA MINERALS
82
Introduction
The Mineral Resource and Mineral Reserve of Tharisa Minerals was
prepared under the guidance of the Competent Persons (CPs) in
accordance with the requirements of the South African Code for the
Reporting of Exploration Results, Mineral Resources and Mineral
Reserves, 2016 (SAMREC Code). The estimates are reported as of
30 September 2023.
The previous declaration of the Mineral Resource and Mineral Reserve
was dated September 2022. The current Mineral Resource
declaration relies on the data derived from the geological model and
Mineral Resource model as at April 2023 for the Middle Group (MG)
Chromitite Layers and takes account of the end of September
FY2023 mining faces. The Mineral Reserve estimate was based on
the latest pit design, updated technical study on the underground
project and the consolidated life of mine (‘LOM’) design and
schedule.
The data referenced in this section “Tharisa Minerals: Mineral
Resource and Mineral Reserve Statement” is reported on a
100% ownership basis.
Overview
Since the commencement of operations at the Tharisa Mine,
additional geological information has been obtained from geological
observation in the operating pits and specifically focused resource
drilling. The Mineral Resource and Mineral Reserve information
reflected in the tables on the following pages is based on information
compiled by the CPs.
Definitions
The declaration of the Mineral Resource and Mineral Reserve was
undertaken in terms of the guidelines of SAMREC Code (2016
edition).
Location
The Tharisa Mine is located 35 km east of Rustenburg and
120 km northwest of Johannesburg in the North West province
of South Africa.
The Tharisa Mine is a mechanised open pit operation.
Statement by competent person
Ken Lomberg of Pivot Mining Consultants (Pty) Ltd., (previously
Coffey Mining South Africa Pty Ltd) (located at Island House,
Constantia Office Park, Cnr 14th Ave and Hendrik Potgieter Rd,
Johannesburg, 1709), is the appointed CP for the Mineral Resource
declaration, and is registered with the South African Council for
Natural Scientific Professions (Private Bag X540, Silverton, 0127,
Gauteng province, South Africa), registration number 400038/01.
He holds BSc (Hons) Geology, BCom and MEng (Mining Engineering)
degrees. Mr Lomberg is a geologist with 38 years’ experience, with
particular specialisation in Mineral Resource estimation assignments
in respect of PGM and chromitite in the Bushveld Complex.
The Mineral Reserve was prepared under the supervision of Jaco
Lotheringen of Ukwazi Mining Studies Pty Ltd in his role as Mineral
Reserve CP. He holds a BEng (Mining) degree. He is registered with
the Engineering Council of South Africa (ECSA, Private Bag X691,
Bruma, South Africa), registration number 20030022. The current
address of the CP is Building C: Suite 1 – Level 04, The Gate
Centurion, 130 Akkerboom Street, Zwartkop, Centurion, 0051.
He is a principal mining engineer with appropriate experience in the
estimation, assessment, and evaluation of relevant Mineral Reserves
based on the class of deposit and mining methodology.
The Company has written confirmation from Messrs Lomberg and
Lotheringen that the information disclosed is in compliance with the
SAMREC Code (2016) and that they have consented to the inclusion
of this information in the form and context in which it appears.
Regulatory compliance
Messrs Lomberg and Lotheringen are independent of Tharisa plc and
Karo Platinum (Private) Limited (‘Karo Platinum’) and has no direct or
indirect interests in Tharisa plc. or the Karo project. All work
completed for Tharisa plc. was strictly in return for professional fees
and payment for the work was not in any way dependent on the
outcome thereof.
Mining Rights summary
Tharisa Minerals holds a Mining Right, granted by the Department of
Mineral Resources and Energy (DMRE) (then the Department of
Minerals and Energy (DME) in terms of MPRDA on 19 September
2008, for a period of 30 years, to various portions of the farm 342 JQ
and the whole of the farm Rooikoppies 297 JQ. On 13 August 2009,
the Mining Right was registered in the Mining and Petroleum Titles
Registration Office, under Reference No 49/2009(MR). In July 2011,
an application was granted in terms of section 102 of the MPRDA, to
amend the existing Mining Right by the addition of Portions 96, 183
and 286 of the property 342 JQ to the Mining Right 49/2009(MR).
Mineral Resource
Geology and mineralisation
The Tharisa Mine is situated on the southwestern limb of the
Bushveld Complex, one of the world’s largest layered mafic
intrusions, which host layers rich in PGM, chromium and vanadium,
and constitute the largest known resource of these metals. The
Tharisa Mine is underlain by the MG and UG Chromitite Layers
straddling the boundary between the Marikana and Rustenburg
facies. The MG Chromitite Layers outcrop is on the property, striking
roughly east to west, with a gentle change in strike to northwest-
southeast in the far west. The layers dip at between 12° and 15° to
the north. Towards the western extent of the outcrop, the dip is
steeper. The stratigraphy typically narrows to the west and the dip
steepens. The dip typically shallows out at depth across the extent of
the mine area.
The MG Chromitite Layer package consists of five groups of
Chromitite Layers, being the MG0 Chromitite Layer at the bottom,
followed by the MG1 Chromitite Layer, the MG2 Chromitite Layer
(sub-divided into A, B and C Chromitite Layers), the MG3 Chromitite
Layer and the MG4 Chromitite Layer (sub-divided into 4(0), 4 and 4A
Chromitite Layers). The layers between the Chromitite Layers
frequently include stringers or disseminations of chromite. The MG
Chromitite Layers at the Tharisa Mine are a typical stack of tabular
deposits.
tharisa plc 2023 integrated annual report 83
Figure 1: Location of the Tharisa Mine
Figure 2: Image of the Tharisa Mine plan showing borehole locations and the extent
of the open pits
The structural interpretation of the Tharisa Mine geology is based on
the existing aeromagnetic data, the available drilling, and
observations from geological exposures in the operating open pits.
The only significant fault is a steeply dipping northwest-southeast
trending normal fault with a downthrow of less than 30 m to the
east. This fault occurs only on the far north-eastern corner of the
property and will have little effect on mining of the MG Chromitite
Layers on the mine. A northwest-southeast sub-vertical dyke of some
10 m thickness was exposed in the east pit. The dyke is not expected
to have a major impact on mining. The other major feature of
interest is the Spruitfontein upfold or pothole, which is located on
the properties immediately west of the mine. It affects the UG2
Chromitite Layer and the rest of the critical zone below. No new
major structural features were exposed by the current mining
operation.
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Figure 3: Stratigraphic column of the Bushveld Complex
The Mineral Resource estimate was completed over the Mining Right
of Tharisa Minerals to a depth of 750 m for the MG Chromitite
Layers.
The previous declaration of the Mineral Resource and Mineral Reserve
was dated September 2022. The current Mineral Resource
declaration relies on the geological model and resource model of
April 2023 for the MG Chromitite Layers, the geological and resource
model of June 2018 for the UG1 Chromitite Layer, and the end of
FY2023 mining faces. Additional diamond drill boreholes were added
to the database. Most significantly, the geological interpretation was
reviewed to take cognisance of the planning for the proposed
underground mine and the geotechnical aspects related to such
underground extraction. The geological interpretation includes the
construction of three-dimensional models for each of the units
estimated. Although the approach to the estimate has included the
consideration of the anticipated underground mine, the production
was largely responsible for the decrease in the reported tonnage of
the Mineral Resource particularly in the Measured category, as drilling
had taken place inside the open pit footprint precluding the revision
of the categorisation further downdip potential. The Mineral
Resource is restricted at a depth of 750 m below the surface based
on the “realistic prospects for economic extraction”.
The results from the latest phase of sampling confirmed the
geological assumptions and the grades of the various Chromitite
Layers, providing additional confidence in the mining operations.
Observations on the operation confirm the details observed from the
drilling. In-pit drilling continues for the purposes of mining
operations, mine planning and grade control.
tharisa plc 2023 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – THARISA MINERALS CONTINUED
84
Additional resource drilling is currently being undertaken for the area
of the initial underground mine. This is expected to demonstrate the
geological and grade continuity allowing upgrading of the Mineral
Resource classification downdip of the current open pit areas. Based
on the geotechnical constraints required for underground mining of
units close together, future declarations may include areas where, in
order to mine one unit, other units may be sterilised.
Prior to the estimation, the data was collated and verified with the
quality controls for logging, sampling, and assays being used. The
Mineral Resource estimate was undertaken on each Chromitite Layer
and interburden independently. Each element was estimated
separately by inverse distance weighting (power2). The classification
of the Mineral Resource is predominately determined by the
distribution of the boreholes, with the consideration of the
complexity of the geology, especially in the extreme western side of
the property.
The Tharisa Minerals Resource at 30 September 2023 is reported
inclusive of Mineral Reserve.
Figure 4: Map of the location of the Tharisa Mine
Mineral Resource estimate
2023
Tonnes
5PGE + Au grade
3PGE + Au grade
Cr2O3 grade
Contained 5PGE + Au
Contained 3PGE + Au
Contained Cr2O3
2022
Tonnes
5PGE + Au grade
3PGE + Au grade
Cr2O3 grade
Contained 5PGE + Au
Contained 3PGE + Au
Contained Cr2O3
Unit
Measured
Indicated
Inferred
Total
Mt
g/t
g/t
%
Moz
Moz
Mt
Unit
Mt
g/t
g/t
%
Moz
Moz
Mt
86.81
1.79
1.40
24.15
5.01
3.90
20.97
106.00
1.28
0.98
18.48
4.36
3.32
19.59
652.01
1.43
1.09
19.27
30.07
22.91
125.63
Measured
Indicated
Inferred
102.81
1.69
1.32
22.44
5.63
4.37
23.07
109.26
1.36
1.03
19.42
4.48
3.61
21.22
637.51
1.47
1.14
19.78
30.41
23.32
126.08
844.83
1.45
1.11
19.67
39.44
30.13
166.19
Total
849.58
1.48
1.15
20.05
40.52
31.30
170.37
tharisa plc 2023 integrated annual report Mineral Reserve estimate
No mineralised material from Inferred Mineral Resources were
included as part of the Mineral Reserve. Proved Mineral Reserves
were derived from Measured Mineral Resources and Probable Mineral
Reserves from Indicated Mineral Resources. No Probable Mineral
Reserves were derived from Measured Mineral Resources. The
Mineral Reserve estimate was based on surface mining operations
and the underground mining projects. The basis of the Mineral
Reserve estimate was the delivery of run of mine (ROM) material to
the respective processing plants or related ROM stockpiles.
The integrated LOM plan was based on the extraction of MG
Chromitite Layers, firstly from open pit mining, up to a maximum pit
depth of 220m below the surface and subsequently by means of an
underground bord and pillar mining method, targeting the MG2 and
MG4 Chromitite Layers. The underground mining pre-feasibility study
was completed during 2019 and subsequently updated in 2021
based on the changes to the open pit economic limit, and again
updated for the 2023 Mineral Reserve estimate. ROM production
from underground mining was scheduled from 2025 when the
western area transitions to underground mining from the western
open pit highwall.
Open pit
Life-of-mine plan
The open pit LOM plan was based on a maximum ROM production
rate of 5.6 Mtpa, ramping down over an extended period due to the
production ramp-up from underground mining methods.
Open pit Mineral Reserve
The consolidated Mineral Reserve as of 30 September 2023 for the
open pit operations was estimated at 38.9Mt at an average Cr2O3
grade of 18.0% and a 3PGE+Au grade of 1.06g/t. The Proved
Mineral Reserve was estimated at 34.4Mt at an average Cr2O3 grade
of 18.5% and a 3PGE+Au grade of 1.08g/t. The Probable Mineral
Reserve was estimated at 4.5Mt at an average Cr2O3 grade of 13.9%
and a 3PGE+Au grade of 0.90g/t.
The open pit Mineral Reserve estimate decreased by 49.3Mt from
88.2Mt to 38.9Mt as compared to the corresponding 2022 estimate.
The Mineral Reserve estimate for the East pit decreased from 59.7Mt
to 32.0Mt. The western open pit Mineral Reserve estimate decreased
from 28.5Mt to 6.9Mt. The basis for the major changes are shown
below.
Total pits (million tonnes)
88.2
29.9
100
80
60
40
20
0
17.6
3.9
2.2
38.9
2022
Mineral Reserve
Blast
radius
Open pit
optimisation and
design change
Mining
depletion
Updated
resource model
2023
2023
Mineral Reserve
Figure 1: Major variances relative to the 2022 Mineral Reserve estimate
85
Major impacts on the Mineral Reserve estimate
The major changes as basis for the material reduction in the open pit
Mineral Reserve estimate include physical constraints, updated
techno-economic parameters and the resulting earlier transition to
underground mining methods. The techno-economic pit limit of the
East pit was reduced due to uncertainty related to the relocation of
the community settlement to the north of the open pit. The
techno-economic pit limits were also reduced based on the
comparison of the incremental open pit mining cost at depth, and
the estimated underground mining cost. The West and Far West pit
limits were primarily reduced due to uncertainty related to the
relocation of the community settlement to the north of the open pits.
Furthermore, to allow for safe and unrestricted public access to the
community areas, the road intersecting the western pits, plus
additional 100m buffer zones, were excluded from the pit layout.
Geotechnical design changes to the Far West waste rock dump as
well as the 2023 Mineral Resource update further reduced the
techno-economic pit limit of the West pit. The major impacts on the
Mineral Reserve estimate are displayed in the figure below.
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Figure 2: Pit layouts and impacted areas
Modifying factors
A significant focus on the ongoing measurement and definition of
modifying factors was implemented in 2022. This included:
■ A monthly reconciliation process to better understand the source
of the mining loss
■ Additional survey checks and reports per pit were introduced to
understand the consolidated ore material process flow
■ Adjustment to the mining cut definition to appropriately reflect
changes to the Mineral Resource model and to reflect current
mining practices.
The recent reconciliation process confirmed that the mining losses
and dilution estimates applied as part of the 2022 Mineral Reserve
estimate remain relevant for the 2023 East pit estimate. Ongoing
focus on timeous pre-stripping activities to allow for structured access
to ore would result in a reduction in mining loss: 18% in cut 3a, 12%
in cut 3b, and 6% for the remainder of the cuts.
The 2023 dilution East pit reconciliation process correlated well with
the 2022 estimate and was not adjusted. An ongoing focus on
mining operational compliance to plan and grade control activities
are required to maintain the planned mining losses and dilution
parameters.
tharisa plc 2023 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – THARISA MINERALS CONTINUED
86
The reconciliation process for the West pit resulted in significantly
reduced mining dilution (30%) during the reporting period. This
reduction was mostly based on the controlled blasting activities due
to the proximity to the local community, and the significantly reduced
ROM production rate.
Open pit risks
The application of blasting restrictions due to community proximity
had a material impact on the techno-economic pit limits for the East
pit and Western pits. Additional community settlement or growth in
the existing settlement could impact the remaining open pit life.
For the Far West pit the 2022 mining loss and total dilution estimates
were confirmed during the reconciliation process and remain
unchanged for the 2023 estimate.
The modifying factors applied per mining area are summarised in the
following table.
Parameter
Unit
MG4A dilution thickness
MG4 dilution thickness
MG3 dilution thickness
MG2 dilution thickness
MG1 dilution thickness
Cumulative dilution
Mining losses
Geological losses
m
m
m
m
m
m
%
%
* Iron-Rich Ultramafic Pegmatite structure
East
0.96
1.04
0.90
0.91
0.32
4.13
18 – 6
5.0
West
Far West
0.31
0.58
0.42
0.50
0.36
2.17
6.0
7.5
0.31
0.58
0.42
0.50
0.36
2.17
10.0
15 – 25*
Community proximity assessment
The 2022 LOM planning process served as the basis for the
September 2022 Mineral Reserve estimate. At the time, the
community consultation process was ongoing, and it was reasonable
to assume that the process would be successfully concluded before
the pit progressed to within the 500m blasting restriction zone.
During 2023, it became clear that the planning and consultative
process will take longer than initially estimated. A pit design change
was undertaken to exclude the impacted areas.
This had an impact on the remaining open pit development. The
life of the East pit was reduced by 9Mt and the western pits were
reduced by 20.8Mt. This includes 3.0Mt that remain sterilised to
retain the community access road, which intersects the Western pit
until the community has been resettled.
Pit optimisation
A pit optimisation study was completed in 2023 to investigate the
techno-economic impact of the blasting exclusion zones, the
additional cost associated with the increasing haul distance, and
diesel price escalation, relative to an optimised underground mining
case. This resulted in a revised East pit design up to a maximum
depth of 220m below surface. Based on these economic parameters,
the East pit life was reduced by an additional 16.5Mt.
Pit depletion
During FY2023 the East pit was depleted by 3.3Mt and the Western
pits by 0.6Mt for a total 3.9Mt.
Far West waste rock dump
The Far West waste rock dump was established within the techno-
economic mining footprint, directly south of the pit. This mining area
was excluded from the 2023 LOM plan based on changes in the
Mineral Resource model and updated geotechnical offset
requirements. An updated bench design was undertaken in
adherence to the geotechnical requirements and the change in the
estimated reef dip, which resulted in the exclusion of an additional
1.1Mt from the LOM plan, relative to the 2022 estimate.
The mining loss estimates for the East pit future cutbacks were based
on the implementation of the long-term sustainable deployment
strategy of mining the upper reefs from the permanent highwall
ramps, and exposing the mining faces for the width of the cutbacks.
Failure to consistently pre-strip, and adhere to the deployment
strategy, will result in an increase in the mining losses; and will
materially, and negatively impact the Mineral Reserve estimate and
economic performance of the open pits.
Similarly, appropriate blasting controls in the East pit will be required
to maintain the estimated mining losses. Furthermore, to maintain
the mining dilution estimates, fragmentation must be increased
based on minimal heave and cast. Effective loading practices were
implemented to minimise mining dilution and mining losses, based
on reef extraction from the highwall, in the direction of the low-wall.
Current long-term PGM and chrome prices as well as updated
hauling destinations and costs were adopted in the pit optimisation
process to redefine the economic pit limits. This resulted in a
reduction in the techno-economic limits of the open pits. The
combination of sustained, lower commodity prices and increasing
operational costs escalations will materially impact the overall value
of the open pits and could further reduce the life of the open pits.
Adherence to the waste dump allocations and mining sequence for
the life of the open pits are required to ensure the efficient use of
ex-pit dumping and cost-effective in-pit dumping. Due to the low
level of flexibility in the dumping allocations, non-adherence could
negatively impact on the Mineral Reserve estimate.
Underground
A pre-feasibility study was undertaken in 2019 to investigate the
opportunity to transition the Tharisa open pits to underground
mining. This study was based on mechanised bord and pillar mining
method targeting the MG2ab and MG4 Chromitite layers. This
pre-feasibility study was updated in 2021, to allow for changes in the
techno-economic mining limits of the open pits.
During 2023 an updated study was completed due to substantial
changes to the open pit mining limits and subsequent earlier
transition to underground operations. The study focused on
optimising the decline access strategy and locations, MG layer
optimisation and mining method selection. Based on the outcome of
the study, the mining cut was increased for the same mining method
based on additional geotechnical design, and the selection of larger
mining equipment. The following major changes were made relative
to the original study:
■ The MG2ab mining horizon was changed to MG2ac up to a total
mining height of 6m. Where MG2ac exceeds 6m, the target layer
was changed to MG2bc
■ MG4 mining cut was based on the MG4 chrome including the
MG4 zero and disseminated layers up to a mining height of 6m.
Where the mining height exceed 6m, only the MG4 chrome layer
was targeted
■ The access decline positions for the east and west locations were
moved to align with the updated open pit design and LOM
schedule
tharisa plc 2023 integrated annual report 87
The underground Mineral Reserve estimate increased by 27.2Mt
relative to the 2022 estimate. The main variances can be attributed
to the following:
■
Increased underground footprint based on pit design changes
resulted in an increase of 9.6Mt
■ Sterkstroom river geotechnical design changes resulted in a
decrease of 1.8Mt
■ Changes to the planned mining cuts resulted in an increase of
11.8Mt
■ Mining related modifying factor changes for the updated mining
equipment selection resulted in an increase of 7.5Mt.
Underground risks
Some areas directly to the north of the open pits do not fall within
the currently approved Mining Right area. These areas were excluded
from the Mineral Resource estimate, life of mine plan and Mineral
Reserve estimate. A section 102 application was submitted. The
approval of this amendment to the Mining Right area is required to
allow for the development of the decline access system to the bulk of
the underground mining areas.
Although underground mechanised mining methods targeting higher
stoping widths of up to 6m are successfully used locally, it is
historically not applied in the Bushveld Complex. Appropriate training
and controls must be maintained before, and during implementation
of the underground mine.
Potential poor mining practices could have a negative impact on the
underground modifying factors, which could have an impact on the
techno-economic performance of the underground mine and Mineral
Reserve estimate.
Geotechnical challenges could potentially occur due to the mining
of two mining horizons. The planned extraction sequence must be
applied and ongoing blast control is required to ensure limited
overbreak of the pillars.
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■ The access decline configuration was changed from three declines
per MG target zone to five declines for the initial development
phase targeting the MG2 layer only. Appropriate break-aways to
the MG4 mining horizon were allowed for
■ Only one decline conveyor was allowed for per decline cluster,
while allowing for appropriate ore passes from the MG4 mining
horizon to the MG2 mining horizon
■ Due to the increase in overall mining height, the mining-related
modifying factors were updated to reflect a maximum dip of
4 degrees on the footwall of the bords on the MG2 mining
horizon and nine degrees on the MG4 mining horizon
The ore handling system was based on LHD loading at the mining
face and dumping on strike conveyors, from where the ore will be
conveyed to the main dip conveyor, and on to the surface ROM pad
or primary crushers. All declines were predominantly designed to be
on-reef. People will be transported to the respective production
sections using chairlifts. Eight bords were allowed for per conveyor
section with the 8m wide bords designed five to 10 degrees above
strike. All declines were designed on apparent dip of nine degrees.
Appropriate ventilation shafts were allowed for, with drop raises on
a general grid of 700m x 700m between the MG2 and MG4
mining horizons.
The eastern side of the ore body shows potential for mining of MG1
horizon, based on access from the MG2 worked-out areas. The MG1
mine design was based on a hybrid mining method with
conventional stoping and cleaning using scraper winches to a muck
bay. The muck bay ore will be loaded and trammed by LHD machines
to the dedicated strike conveyor tip. MG1 mining horizon
contributed less than 2% to the overall underground Mineral Reserve
estimate.
The modifying factors applied per mining area are summarised in the
table below.
Parameter
MG4 average dilution thickness
MG2 average dilution thickness
MG1 average dilution thickness
Mining losses
Geological losses
Mine call factor
MG4 maximum footwall dip in bords
MG2 maximum footwall dip in bords
Unit
m
m
m
%
%
%
Deg
Deg
Value
0.51
0.91
0.91
2.0
5 to 15
100
9.0
4.0
tharisa plc 2023 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – THARISA MINERALS CONTINUED
88
Open pit 2023
Tonnes
5PGE + Au grade
3PGE + Au grade
Cr2O3 grade
Contained 3PGE + Au(1)
Contained Cr2O3
(2)
Open pit 2022
Tonnes
5PGE + Au grade
3PGE + Au grade
Cr2O3 grade
Contained 3PGE + Au(1)
Contained Cr2O3
(2)
Underground 2023
Tonnes
5PGE + Au grade
3PGE + Au grade
Cr2O3 grade
Contained 3PGE + Au(1)
Contained Cr2O3
(2)
Underground 2022
Tonnes
5PGE + Au grade
3PGE + Au grade
Cr2O3 grade
Contained 3PGE + Au
Contained Cr2O3
Total open pit and underground 2023
Tonnes
5PGE + Au grade
3PGE + Au grade
Cr2O3 grade
Contained 3PGE + Au(1)
Contained Cr2O3
(2)
Total open pit and underground 2022
Tonnes
5PGE + Au grade
3PGE + Au grade
Cr2O3 grade
Contained 3PGE + Au
Contained Cr2O3
Due to rounding up of the figures, some totals may not add up in the table
(1) Average 3PGE + Au metal recovery to concentrate estimates range from 78.9% to 83.9%
(2) Average Cr2O3-saleable product yield estimates range from 33.9% to 37.8%
Unit
Mt
g/t
g/t
%
Moz
Mt
Unit
Mt
g/t
g/t
%
Moz
Mt
Unit
Mt
g/t
g/t
%
Moz
Mt
Unit
Mt
g/t
g/t
%
Moz
Mt
Unit
Mt
g/t
g/t
%
Moz
Mt
Unit
Mt
g/t
g/t
%
Moz
Mt
Proved
Probable
Total/average
34.4
1.39
1.08
18.5
1.2
6.4
4.5
1.14
0.90
13.9
0.1
0.6
38.9
1.39
1.06
18.0
1.3
7.0
Proved
Probable
Total/average
70.5
1.42
1.11
19.1
2.5
13.5
17.6
1.39
1.06
18.2
0.6
3.2
88.2
1.42
1.10
18.9
3.1
16.7
Proved
Probable
Total/average
13.2
1.49
1.18
16.7
0.5
2.2
33.0
1.54
1.20
17.8
1.3
5.9
46.2
1.52
1.19
17.5
1.8
8.1
Proved
Probable
Total/average
5.7
1.51
1.22
18.7
0.2
1.1
13.3
1.63
1.24
20.6
0.5
2.7
19.0
1.60
1.23
20.0
0.8
3.8
Proved
Probable
Total/average
47.6
1.42
1.11
18.0
1.7
8.6
37.5
1.49
1.16
17.3
1.4
6.5
85.1
1.46
1.13
17.7
3.1
15.1
Proved
Probable
Total/average
76.2
1.43
1.12
19.1
2.7
14.5
30.9
1.49
1.14
19.2
1.1
5.9
107.2
1.45
1.12
19.1
3.9
20.5
tharisa plc 2023 integrated annual report 89
Reporting codes and compliance
All the required regulatory permits have been obtained or applied for.
The directors are unaware of any legal proceedings or impediments
to the continued operation of Tharisa Mine.
Environmental management and funding
Tharisa Minerals has obtained all environmental approvals and
authorisations required for the operation of the Tharisa Mine. The
estimated long-term environmental provision, comprising
rehabilitation and mine closure, is based on the Group’s
environmental policy, considering the current technological,
environmental, and regulatory requirements. Details of the Group’s
environmental liability and funding will be detailed in the
consolidated financial statements.
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tharisa plc 2023 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – KARO PLATINUM
90
Introduction
The Mineral Resource and Mineral Reserve of Karo Platinum was
prepared under the guidance of the CP’s in accordance with the
requirements of the SAMREC Code (2016 edition). The estimates are
as of 30 September 2023.
The previous declaration of the Mineral Resource and Mineral Reserve
for the Karo Project was declared in 2022. The current Mineral
Resource declaration relies on the geological model and Mineral
Resource model finalised in September 2023 for the Main Sulphide
Zone (“MSZ”) of the Great Dyke. The Mineral Reserve estimate is
based on the latest pit design and life of mine (“LOM”) schedule.
The Tharisa plc. attributable beneficial interest in Karo Platinum (Pty)
Ltd is 63.75%. The data referenced in this section for the Karo
Platinum Project is reported on a 100% basis and on an attributable
basis (63.75%).
In regard to mine tenure, the figure below shows an outline of the
approved mining lease area relative to the delineated surface areas.
Figure 1: Mining lease area
Overview
The Karo Project on the Great Dyke is located south of the Zimplats
Selous Metallurgical Plant and north of the Zimplats Ngezi
operations. It is approximately 80 km southwest of Harare and 35 km
southeast of Chegutu and is accessible by tar road from Harare
(Figure 1). The closest railway line is approximately 22 km direct
distance from the project site.
Statement by Competent Person
Ken Lomberg of Pivot Mining Consultants (Pty) Ltd (located at Island
House, Constantia Office Park, Cnr 14th Ave and Hendrik Potgieter
Rd, Johannesburg, 1709), is the CP for the Mineral Resource
declaration, and is registered with the South African Council for
Natural Scientific Professions (Private Bag X540, Silverton,
0127,Gauteng province, South Africa), registration number
400038/01. He holds BSc (Hons) Geology, BCom and MEng (Mining
Engineering) degrees. Mr Lomberg is a geologist with 38 years’
experience, with specific expertise in Mineral Resource estimation in
respect of PGM deposits in the Great Dyke.
The Mineral Reserve was prepared under the supervision of Jaco
Lotheringen of Ukwazi Mining Studies (Pty) Ltd in his role as Mineral
Reserve CP. He holds a BEng (Mining) degree and has more than 20
years of experience in respect of this commodity. He is registered
with the Engineering Council of South Africa (ECSA, Private Bag
X691, Bruma, South Africa), registration number 20030022. The
current physical address of the CP is Building C: Suite 1 – Level 04,
The Gate Centurion, 130 Akkerboom Street, Zwartkop, Centurion,
0051. He is a principal mining engineer with appropriate experience
in the estimation, assessment, and evaluation of relevant Mineral
Reserves based on the class of deposit and mining methodology.
The Company has written confirmation from Messrs Lomberg and
Lotheringen that the information disclosed is in compliance with the
SAMREC Code (2016) and that they have consented to the inclusion
of this information in the form and context in which it appears.
Mining rights summary
Karo Zimbabwe was incorporated as a wholly owned subsidiary of
KMH and acquired the Karo Project concession area measuring
23 907 ha under its now 85% owned subsidiary Karo Platinum. In
March 2018, Karo Platinum was granted the right to mine for five
years pursuant to a Special Grant issued on 8 June 2018.
Subsequently the Special Grant was superseded by a Mining Lease
over the same concession area for the life of mine. The Mining Lease
was issued on 12 March 2021.
Karo Platinum intends to extract base metals associated with the
mining of the PGM’s contained within the MSZ. Base metals were not
specifically included in the mining lease issued. Part X, section 169,
subsection (e) of the Mines and Mineral Act, 38 of 1961 (as
amended), provides the mining lease holder the exclusive right to
prospect for any base minerals, and if discovered the holder will have
the right to extract such minerals within the vertical limits of the
defined mining lease area. It is reasonable to assume, in these
circumstances, that Karo Platinum has the right to mine, extract
and sell any associated base minerals contained within the PGM’s
mineralisation of the MSZ.
tharisa plc 2023 integrated annual report Regulatory Compliance
Messrs Lomberg and Lotheringen are independent of Tharisa plc and
Karo Platinum (Private) Limited (“Karo Platinum”) and has no direct
or indirect interests in Tharisa plc. or the Karo project. All work
completed for Tharisa plc. was strictly in return for professional fees
and payment for the work was not in any way dependent on the
outcome thereof.
Mineral Resource
Geology and mineralisation
The Main Sulphide Zone (MSZ) of the Great Dyke, Zimbabwe,
constitutes the target deposit. The Great Dyke is an elongated,
slightly sinuous, 550 km long, layered igneous intrusion, with a
width of 4 – 11 km, in central Zimbabwe (Figure 2). The Great Dyke
bisects the country in a north-north-east orientation and is a
2.5 billion-year-old, layered igneous intrusion comprising ultramafic
to mafic igneous rocks.
The exploration drilling strategy was targeted to investigate the
shallower areas of the Main Sulphide Zone along outcrop on both
the eastern and western sides of the Great Dyke. Based on available
information that suggested the western flank would more likely be
higher grade, a drilling programme initially focused on the western
side of the project area. Subsequently, additional drilling was
undertaken on the eastern side. The project has been sub-divided
into six areas of current work, namely; KPE (Karo Platinum East),
KPNE (Karo Platinum North East), KPSE (Karo Platinum South East),
KPSW (Karo Platinum South West), KPW (Karo Platinum West) and
KPNW (Karo Project North West).
A comprehensive exploration programme was undertaken by Karo
Platinum. The initial exploration programme comprised some 240
diamond core drill holes totalling 32 677 m which took place from
November 2018 to April 2019. This programme was followed by a
second phase of drilling comprising 77 diamond core holes totalling
7 642 m which was completed in December 2020. A third phase of
drilling was completed in June 2021 with 16 Additional drill holes
being drilled for 1 887 m. Additional drilling was undertaken om
KPSE (56 drill holes totalling 4 564 m), KPNE (33 drill holes totalling
2 670 m)and KPNW (38 drill holes totalling 3 169 m).
The total number of drill holes completed to date and incorporated in
the current Mineral Resource estimate is 369 for a total of 53 008 m.
All exploration activities were performed in accordance with industry
good practice including comprehensive QA/QC programmes. The
programmes generated some 25 900 samples that were assayed by
an accredited independent laboratory, Intertek.
Figure 2: Location of the Karo Platinum Project
91
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Figure 3: Image of the Karo Project Lease area plan showing drill hole locations
The geological interpretation is based on the available public domain
information (regional mapping, geophysics etc) and drilling
supplemented by a regional structural interpretation and in-house
geophysical survey commissioned by Karo.
tharisa plc 2023 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – KARO PLATINUM CONTINUED
92
The stratigraphy of the Great Dyke is divided vertically into an
ultramafic sequence, dominated from the base upwards by cyclic
repetitions of dunite, harzburgite and pyroxenite, and an upper mafic
sequence consisting mainly of gabbro and gabbronorite. The Great
Dyke has a V to Y-shape in section, with the layering dipping from
the east and west towards the centre where it flattens at the axis of
the intrusion.
The MSZ is a lithologically continuous layer, typically between 2 and
4 m thick. It generally contains iron-nickel-copper sulphides, while
elevated PGE concentrations occur towards its base. Peak values for
the PGEs and base metals are commonly offset, while the ratio
between platinum and palladium also varies vertically. It is often
difficult to identify mineralisation visually in the MSZ.
The project area is located on both the eastern and western flanks of
the Great Dyke. There is no outcrop as the mafic and ultramafic rocks
weather easily to a black cotton soil. The area is underlain by both
the Mafic and Ultramafic sequences dipping at 20° to the east on the
western side of the Great Dyke and 32° to the west on the eastern
side of the Great Dyke. The MSZ is estimated to be up to 700 m deep
in the southern end of the tenement and 800 m deep in the
northern end of the tenement.
A Mineral Resource estimate was undertaken for each of the five
areas of the Karo Project (KPE, KPNE, KPSE, KPSW, KPNW). The base
of the Main Sulphide Zone (BMSZ) was determined for each
intersection. Using the BMSZ as a marker, an optimised cut was
determined for each 100 m x 100 m block.
Prior to the estimation, the data was collated and verified with the
quality controls for logging, sampling, and assays being used. Based
on the analysis of the data set, no cutting or capping was deemed
necessary. The Pt, Pd, Rh, Au, Ru, Ir, Cu, Ni and Co concentrations as
well as density for each block were estimated independently by
inverse distance weighting (power 2). The model was checked
visually and statistically to ensure that the results can be confidently
reported.
Based on the available data the level of oxidation was estimated to
be 15 m below surface (mbs) with a transitional zone to 30 mbs. The
lower level of oxidation (15 mbs) provides the upper limit to the
declaration of the Mineral Resource. The depth extension of the
Mineral Resource was informed by the drill spacing of the deepest
drill holes.
Geological loss was estimated at 5% for the Measured Mineral
Resource, 10% for the Indicated Mineral Resource and 15% for the
Inferred Mineral Resource. Where major geological features exist and
the MSZ is absent, these were excluded prior to the geological loss
being applied.
The grade of the KPW section was considered too low to have
“reasonable prospects for economic extraction”.
The classification of the Mineral Resource was informed by the ability
to confirm geological and/or grade continuity which related mostly to
the drill hole spacing and coverage (Figure 3). Cognisance was taken
of the practice used by other operating mines on the Great Dyke.
The Karo Minerals Resource at 30 September 2023 (tabulated below)
is reported on a 100% basis and on an attributable basis (63.75%)
and is inclusive of Mineral Reserve.
Figure 4: Map showing the Mineral Resource classification
tharisa plc 2023 integrated annual report 93
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Mineral Resource Declaration (Sept 2023) (100%)
SAMREC Code (2016)
Mineral Resource Declaration (Sept 2023) (63.75%)
SAMREC Code (2016)
Tonnage
(Mt)
Thickness
(m)
3PGE+Au
(g/t)
3PGE+Au
(koz) Pt:Pd:Rh:Au
Tonnage
(Mt)
Thickness
(m)
3PGE+Au
(g/t)
3PGE+Au
(koz) Pt:Pd:Rh:Au
Measured
Indicated
Measured
+Indicated
Inferred
Total
15.11
128.23
143.34
25.48
168.82
4.44
3.34
3.46
4.11
3.55
2.27
1.95
2.11
2.05
1.99
1 104
8 032
46:43:5:6
45:42:4:9
9 136
1 681
45:42:4:9
46:43:4:7
9.63
81.75
91.38
16.24
10 817
45:42:4:8
107.62
4.44
3.34
3.46
4.11
3.55
2.27
1.95
1.98
2.05
1.99
704
5 120
46:43:5:6
45:42:4:9
5 825
1 071
6 891
45:42:4:9
46:43:4:7
45:42:4:8
Mineral Resource Declaration (Sept 2022) (100%)
Mineral Resource Declaration (Sept 2022) (59.5%)
Tonnage
(Mt)
Thickness
(m)
3PGE+Au
(g/t)
3PGE+Au
(koz) Pt:Pd:Rh:Au
Tonnage
(Mt)
Thickness
(m)
3PGE+Au
(g/t)
3PGE+Au
(koz) Pt:Pd:Rh:Au
Measured
Indicated
Measured
+Indicated
Inferred
Total
109.58
109.58
42.49
152.07
3.27
3.27
4.23
3.50
1.93
6 798
44:43:4:8
65.2
1.93
1.87
1.91
6 798
2 558
9 356
44:43:4:8
46:40:4:10
45:42:4:9
65.2
25.28
90.48
3.27
3.27
4.23
3.50
1.93
4 045
44:43:4:8
1.93
1.87
1.91
4 045
1 522
5 567
44:43:4:8
46:40:4:10
45:42:4:9
1. The Mineral Resource estimate is reported in accordance with the guidelines of
The SAMREC Code, 2016 Edition
2. The Mineral Resource is reported inclusive of Mineral Reserve
3. The Mineral Resource is reported as contained in-situ estimates
4. No cut-off grades were applied in the Mineral Resource estimate
5. Approximately 6% of the Mineral Recourse is considered as transitional (partly
weathered material)
6. Numbers may not add up due to rounding of decimals
Reporting codes and compliance
The Mineral Resource and Mineral Reserve estimates for the Karo
Project are stated in accordance with the principles and guidelines of
the SAMREC Code. All the required regulatory permits have been
obtained or applied for. The directors are unaware of any legal
proceedings or impediments to the continued operation of Karo
Project.
Environmental management and funding
Karo Mining Holdings plc has obtained the mining and processing
environmental approvals and authorisations required for the
progression of the Karo Project. The estimated long-term
environmental provision, comprising rehabilitation and mine closure,
was based on the Group’s environmental policy, considering the
current technological, environmental, and regulatory requirements.
Details of the Group’s environmental liability and funding will be
detailed in the consolidated financial statements.
tharisa plc 2023 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – KARO PLATINUM CONTINUED
94
Mineral Reserve
The Mineral Reserve estimation and reporting is subject to the
following key criteria:
• Subsequent to the 2022 Mineral Reserve estimate, additional
exploration activities were conducted
• Technical studies and an optimisation of the LOM plan were
completed. These studies were based on the September 2023
updated geological information resulting from the additional
exploration activities
• Karo Platinum (‘the company”) monitors complaints and litigation
against the company as part of its risk mitigation systems, policies
and procedures. The company confirmed that there is no material
litigation against the company that threatens its mineral rights,
tenure or operations
• The details of the Mineral Resource and Mineral Reserve estimates,
based on the technical study work will be contained in the Karo
Platinum Competent Persons Report to be published by Tharisa
plc. during the first half of 2024.
The mining engineering study work as basis for the Mineral Reserve
estimate was conducted to an appropriate accuracy and detail as
defined in The SAMREC Code, Table 1 guidelines. A structured and
tested process was followed that considered mining and non-mining-
related modifying factors such as:
• Mine design criteria
• Mining model
• Reconciliation processes
• Mine planning criteria
• Pit optimisation and pit selection
• Optimal pit and waste dump designs
• LOM production schedule
• Equipment selection
• Mining cost estimation
• Mineral Reserve estimation.
The study was based on the development of a 2.46 million tonnes
per annum (“Mtpa”) ROM operation, comprising several open pits.
The study assumes a contractor mining model for a truck and shovel
open pit operation, delivering ROM reef to a centrally located
concentrator plant. The open pits were designed to access the upper
levels of the MSZ up to a maximum depth of 110m below surface,
depending on practical constraints and techno-economic viability.
A detailed LOM plan was completed for the surface mining
operations, based on the geological model which served as the basis
for the Mineral Resource estimate. No Inferred Mineral Resources
were included in the LOM plan. Various technical aspects were
considered, and appropriate mining-related modifying factors were
applied in the mine design and schedule, including the geotechnical
parameters, mining methodology, mining sequence, production rates
and practical mining considerations.
A summary of the mining related modifying factors are shown in
the table below. The Proved Mineral Reserve was derived from the
Measured Mineral Resource and the Probable Mineral Reserve from
the Indicated Mineral Resource. No Probable Mineral Reserve was
derived from the Measured Mineral Resource.
Description
Unit
Amount
Geological loss: Measured
Geological loss: Indicated
Geological loss: Inferred
Mining loss
Dilution
%
%
%
%
%
5
10
15
2
Mining dilution included
as part of the mining
modelling process
Geological loss
The geological loss was defined by the Mineral Resource geologist as
an indication of Mineral Resource estimation error, modelling
inaccuracies or structural complexity of the deposit.
Mining loss
The estimation of mining loss requires an understanding of the
Mineral Resource estimation methodology, mine geology, blasting
practices, and mining equipment. The sources of mining losses for
the open pits generally include mining activities close to geological
features, a misaligned excavator bucket size relative to the thickness
of the mining cut, incorrect loading at the reef contacts, losses due
to blasting activities, and general material handling losses.
Mining dilution
Site-specific dilutions were added to the in-situ Mineral Resources, to
define a practically mineable unit. The methodology applied to
determine the dilution is as follows:
• On the reef contacts (where the in-situ Mineral Resource block
consists of a percentage reef material and a percentage waste
material), the tonnage and grade were defined as the weighted
average tonnage and grade of the materials contained in the
original Mineral Resource block
• In cases where the total in-situ Mineral Resource block contains
reef only, the corresponding Mineral Resource block was defined
as a 100% ROM block with the same grade attributes as the
in-situ blocks.
The Karo mining method employed will be a conventional open pit,
truck and shovel operation, making use of suitably sized excavators
and rigid dump trucks (“RDTs’) to match.
Access to the ore horizon was designed based on a combination of
highwall and in-pit access ramps as shown in Figure 5. Waste
material will be removed from the pits via high-wall and temporary
in-pit ramps to designated surface waste rock dumps until adequate
in-pit space becomes available for backfill placement of the waste
material.
ROM material from the pits will be transported with large-capacity
mining dump trucks to the ROM pad at the concentrator plant.
tharisa plc 2023 integrated annual report 95
Various purchase or lease agreements related to surface rights or
surface usage rights have been concluded as part of the consolidated
project development plan. The resettlement agreements have been
drafted and will be discussed with the Project Affected Persons (PAPs)
once the land access requirements have been confirmed for the
southern portion of KPSE. Based on the promulgated rights of the
mining lease holder, the involvement of the Zimbabwean
Government and the economic, social and industrial importance of
the project, it is reasonable to assume that all the required surface
areas to facilitate the development of surface infrastructure (to
support the planned mining operations) will be obtained through the
payment of appropriate compensation or commercial negotiations.
Several regulatory approvals related to environmental authorisations
have been finalised to permit the project infrastructure development
and planned mining activities, these mainly relate to:
• An environmental authorisation was issued for the project
development by the Environmental Management Agency (EMA) on
15 August 2022 expires on 14 August 2024. The environmental
certificate (for the proposed KPSE opencast pit and supporting
processing activities) issued by the Director General is valid for two
years and may be extended for an additional year, if the project
commenced within the stipulated period.
• The following infrastructure and pit development areas were
excluded from this specific Environmental and Social Impact
Assessment scope and have since been subject to its individual
impact assessment processes
– Construction and operation of bulk power facilities: ESIA
commenced in 2022 and Environmental Certificate granted in
May 2023
– Construction and operation of bulk water supply networks and
waste disposal sites: ESIA commenced in 2022 and
Environmental Certificate granted in October 2023.
– An ESIA for a waste disposal site has commenced in 2023 and is
expected to be submitted to the EMA in early 2024
– Development of up to 350-kilo tonne per month, including
additional opencast pits (KPE, KPNE and KPNW) and
supplementary supporting infrastructure: An ESIA has
commenced in 2023 and expected to be submitted to the EMA
in first quarter of 2024.
• Accommodation camp: initially included in the KPSE Mining and
Processing ESIA but the location thereof was changed, thereby
necessitating an amendment to the KPSE Mining and Processing
ESIA. An environmental approval for this amendment was granted
by the EMA in July 2023.
• The appropriate authorisations (surface and groundwater
abstractions) for the project in terms of the Water Act (Chapter
20:24 of 1998) was granted in 2023.
• Based on the Environmental Management Agency certificate
issued for the KPSE Mining and Processing, certain special
conditions were noted that included the submission of the
approved designs for the tailings storage facility and processing
plant (including the design report) before the commencement of
construction activities and the approved Siting of Works Plan by
the Ministry of Mines and Mining Development to the EMA before
the commencement of production operations. The design report
for the processing plant as well as the approved Siting of Works
Plan were submitted to EMA in December 2022. The Tailings
Storage Facility design report will be submitted to EMA in
December 2023, after the detailed designs have been presented to
the engineering team at the EMA.
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Figure 5: General isometric representation of the mining pit access
The designed pit outlines for the open pits are shown in the
following figure. The pits included in the Mineral Reserve
estimate are:
• KPSE (Karo Platinum southeast pits)
• KPE (Karo Platinum east pit)
• KPNE (Karo Platinum northeast pit)
• KPNW (Karo Platinum northwest pits)
Figure 6: Karo pit designs
tharisa plc 2023 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – KARO PLATINUM CONTINUED
96
Consolidated open pit Mineral Reserve estimate
Mineral Resources were reported inclusive of the Mineral Reserve.
No mineralised material from Inferred Mineral Resources were
included as part of the Mineral Reserve. Proved Mineral Reserves
were derived from Measured Mineral Resources and Probable Mineral
Reserves from Indicated Mineral Resources. No Probable Mineral
Reserves were derived from Measured Mineral Resources.
The Mineral Reserve estimate was based on surface mining
operations. No Mineral Reserves were estimated for underground
mining operations, surface stockpiles or tailings. The basis of the
Mineral Reserve estimate was the delivery of ROM material to the
concentrator plant or related ROM stockpile.
The consolidated Mineral Reserve (100% project basis) as at
30 September 2023 for the surface mining operations was estimated
at 23.0Mt at 2.80g/t (3PGE+Au). The Mineral Reserve estimates, on a
100% project basis and Tharisa plc.’s beneficial attributable basis
(63.75%) are shown in the tables below.
Mineral Reserve estimate as at 30 September 2023 – Reported on a 100% project basis
Mineral
Reserve
class
Proved
Probable
Total/ave
Tonnage
[Mt]
3PGE+
Au [g/t]
5PGE+
Au [g/t]
4.5
18.5
23.0
2.69
2.83
2.80
2.86
3.01
2.98
Cu
[%]
0.07
0.11
0.11
3PGE+
Au [koz]
(Contained)
Ni
[%]
5PGE+
Au [koz]
(Contained)
Cu [t]
(Contained)
Ni [t]
(Contained)
0.09
0.14
0.13
388
1 688
2 077
413
1 792
2 205
3 052
21 159
24 211
4 038
25 093
29 131
1. The Mineral Reserve estimate is reported in accordance with the guidelines of the SAMREC Code, 2016 Edition
2. The Mineral Resources were reported inclusive of the Mineral Reserve
3. The Mineral Reserve is Reported as delivered run of mine material to the concentrator plant, or related run of mine stockpile
4. Tonnage estimates are in metric units and reported as million tonnes (“Mt”)
5. 3PGE + Au = Pt grade (g/t) + Pd grade (g/t) + Rh grade (g/t) + Au grade (g/t)
6. 5PGE + Au = Pt grade (g/t) + Pd grade (g/t) + Rh grade (g/t) + Ir grade (g/t) + Ru grade (g/t) + Au grade (g/t)
7. Numbers may not add up due to rounding
8. Mineral Reserve reported on a 100% project basis
9. The level of accuracy of the study completed in October 2023, as basis for the Mineral Reserve estimate, complies to the minimum requirements as set out in the SAMREC Code
Mineral Reserve estimate as at 30 September 2023 – Reported on a 63.75% attributable basis
Mineral
Reserve
class
Proved
Probable
Total/ave
Tonnage
[Mt]
3PGE+
Au [g/t]
5PGE+
Au [g/t]
2.9
11.8
14.7
2.69
2.83
2.80
2.86
3.01
2.98
Cu
[%]
0.07
0.11
0.11
3PGE+
Au [koz]
(Contained)
Ni
[%]
5PGE+
Au [koz]
(Contained)
Cu [t]
(Contained)
Ni [t]
(Contained)
0.09
0.14
0.13
248
1 076
1 324
263
1 143
1 406
1 946
13 489
15 435
2 574
15 997
18 571
1. The Mineral Reserve estimate is reported in accordance with the guidelines of the SAMREC Code, 2016 Edition
2. The Mineral Resources were reported inclusive of the Mineral Reserve
3. The Mineral Reserve is Reported as delivered run of mine material to the concentrator plant, or related run of mine stockpile
4. Tonnage estimates are in metric units and reported as million tonnes (“Mt”)
5. 3PGE + Au = Pt grade (g/t) + Pd grade (g/t) + Rh grade (g/t) + Au grade (g/t)
6. 5PGE + Au = Pt grade (g/t) + Pd grade (g/t) + Rh grade (g/t) + Ir grade (g/t) + Ru grade (g/t) + Au grade (g/t)
7. Numbers may not add up due to rounding
8. Mineral Reserve reported on a 63.75% attributable basis
9. The level of accuracy of the study completed in October 2023, as basis for the Mineral Reserve estimate, complies to the minimum requirements as set out in the SAMREC Code
The consolidated Mineral Reserve estimate for the open pits
decreased by 12.5Mt from 35.5Mt to 23.0Mt as compared to the
2022 estimate. The material variances in the Mineral Reserve
estimate relative to the 2022 Mineral Reserve estimate are shown in
Figure 7 and explained below:
• Change in the diluted mining cut selection: The 2022 Mineral
Reserve was based on a cut selection targeting a lower 3PGE+Au
grade of 2.3g/t and was updated to a narrower mining cut,
targeting 2.8g/t
• The geological and economic update included:
– The geological loss estimates for Measured Mineral Resources
and Indicated Mineral Resources were adjusted to 5%, and
10% respectively from the previously applied 5%.
– Previous estimate defined oxidised ore from surface to 25m
below surface. Based on geochemical data analysis the oxidised
zone was redefined from surface to 15m below surface, the reef
transition to fresh ore from 15m to 30m below surface and the
update included:
− A transition ore gain from 15m to 30m below surface. No
transition ore was included in the previous estimate
− Fresh ore losses due to the redefinition of the oxidised and
transitional zone based on additional exploration drilling and
test work were included
– Economic optimisation based on updated financial parameters.
• A reduced pit was selected for KPSE and KPE to decrease the
overall strip ratio and mining costs for these pits
– The KPSE Mineral Resource was expanded due to additional
• Based on the additional exploration activities, the Mineral Resource
exploration activities to include a portion between KPSE and KPE
south of the Chirundazi River
estimate was updated to include the KPNE and KPNW pits.
tharisa plc 2023 integrated annual report 97
Detailed geotechnical pit slope design parameters were prepared for
two mining pits, KPE and KPSE. These designs were used as basis for
the assumed geotechnical pit slope for the other targeted areas. The
following considerations were noted for the pit designs:
• No detailed design parameters or geotechnical test work were
available for KPNE and KPNW
• No definition of waste material type exists in the geological model,
to allow for the application of the defined slope angle per material
type as defined as part of the geotechnical designs
• General conclusions were drawn from the designs and applied to
the entire project area
• Future studies may result in highwall designs that could be steeper
or shallower than the assumed slopes, which could impact the
Mineral Reserve estimate.
Several rivers, dams, seasonal streams, and wetlands branch
throughout the Karo project area and restrictions around these were
limited. Based on the processes followed to date, it was assumed
that, if Karo initiates timely and appropriate specialist studies and
submit reasonable regulatory applications, it would be reasonable to
assume that these applications will be approved. This can impact pit
perimeters and dump positions if approval is not given.
Significant informal communities surround the mining area, providing
an opportunity for local recruitment. This will require a large-scale
sourcing and training process to prepare for the high volumes of
material to be moved safely from the onset of the production plan.
The commodity prices and associated USD exchange rate fluctuations
are a significant sensitivity driver for the project.
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Karo Mineral Reserve estimate
(ROM Mineral Reserve) (million tonnes)
35.5
12.6
40
35
30
25
20
15
10
5
0
0.9
7.8
8.8
23.0
2022
Estimate
2.8g/t
Geology and
economic update
Reduced
strip ratio
New pits
2023
Estimate
Figure 7: Major variances from the 2022 estimate
Risks
Grade control as part of the ore mining cycle was identified as a
material risk with the selective ore package not identifiable visually.
The effective on-grade extraction to the pre-defined mining height is
highly reliant on pre- and post-drilling and blasting grade control
procedures. Any deviation from these procedures can introduce an
immediate and significant reduction in the grade of the ore extracted
by increasing the dilution introduced to the ROM ore or introducing
ore losses.
The shortlisted/preferred mining contractor has significant experience
in the mining method to selectively mine the ore and waste.
However, the method has not been proven in the region. To reduce
the risk of excessive mining dilutions and ore losses, a ‘pilot pit’ was
designed as a test site as part of the site-preparation period prior to
the full mining production ramp-up. The pilot pit results will inform
the refinement of the grade control procedures and ore-loading
cycle methodology.
Based on the gaps identified relating to the quality and
appropriateness of the metallurgical test work completed, it is likely
that variations in the estimated metal recoveries may occur.
Considering the impact of particularly, the Rhodium recovery and its
material contribution to project revenue, additional test work is
recommended to establish an appropriate basis of estimate. The
project NPV is highly sensitive to metal recovery as it directly impacts
project revenue.
tharisa plc 2023 integrated annual report
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Gomolemo Moumakwe – Tapper assistanttharisa plc 2023 integrated annual report 99
CORPORATE GOVERNANCE
100 Board of Directors
104 Corporate governance
118 King IVTM* application
129 Remuneration report
138 Directors’ report
140 Report of the Audit Committee
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BOARD OF DIRECTORS
Executive directors
Non-executive directors
1. Loucas Pouroulis (85)
Chairman
Appointed: 27 October 2010
Mining and Metallurgical Engineering (Hons)
(National Technical University, Athens, Greece)
●●●●
2. Phoevos Pouroulis (49)
Chief Executive Officer (CEO)
Appointed: 27 October 2010
Bachelor of Science and Business
Administration (Boston University, USA)
●●●●●●●●
3. Michael Jones (61)
Chief Finance Officer (CFO)
Appointed: 30 January 2013
Bachelor of Accounting (University of
KwaZulu-Natal, Pietermaritzburg,
South Africa); CA (SA); Member of the South
African Institute of Chartered Accountants
●●●●●
4. Shelley Wai Man Lo (48)
Non-executive director
Appointed: 10 February 2021
Bachelor of Economics
(University of Hong Kong)
●●
Zhong Liang Hong* (60)
Non-executive director
Appointed: 1 April 2018
Resigned: 30 September 2023
Bachelor (Ferrous Metallurgy)
(Shanghai Metallurgy Technology Academy)
●●
(Not shown in picture)
Hao Chen (40)
Non-executive director
Appointed: 1 October 2023
Bachelor Micro-electronics
(Fudan University, Shanghai, China)
●●
(Not shown in picture)
Independent non-executive directors
5 . Carol Bell (65)
8. Omar Kamal (51)
Lead Independent director from 1 October 2021
Appointed: 22 March 2016
Master of Arts in Natural Sciences
(University of Cambridge); PhD Archaeology
(University College, London)
●●●●●●●●
6. David Salter (65)
Independent non-executive director
Appointed: 27 October 2010
Bachelor of Science Engineering (Hons); PhD in Mineral
Technology (Imperial College, London); Fellow of the
South African Institute of Mining and Metallurgy
(FSAIMM)
●●●●●●●●
7. Antonios Djakouris (76)
Independent non-executive director
Appointed: 11 October 2011
Chartered Accountant and Fellow of the
Institute of Chartered Accountants in England
and Wales
●●●●●●
Independent non-executive director
Appointed: 11 June 2014
Bachelor in Economics and Political Science
(University of Jordan); PhD in Management
(Finance and Banking) (Coventry University in
collaboration with Harvard Islamic Finance
Programme at Harvard University)
●●●●●
9. Roger Davey (78)
Independent non-executive director
Appointed: 1 June 2017
Master of Science in Mineral Production Management
(Royal School of Mines, Imperial College, London);
Master of Science in Water Resource Management
and Water Environment (Bournemouth University);
Associate of the Camborne School of Mines
(’ACSM’); Chartered Engineer; European Engineer;
Member of the Institute of Materials,
Minerals and Mining (’IMMM’).
●●●●●●
For the Board’s full CVs, please refer to
pages 102 and 103.
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Audit Committee
Risk Committee
Nomination Committee
Remuneration Committee
Safety, Health and Environment
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New Business Committee
Climate Change and Sustainability
Committee
Chairman
By invitation
tharisa plc 2023 integrated annual report
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BOARD OF DIRECTORS CONTINUED
Executive directors
Non-executive directors
Loucas Pouroulis (85)
Chairman
Appointed: 27 October 2010
Mining and Metallurgical Engineering (Hons) (National Technical University, Athens, Greece)
Shelley Wai Man Lo (48)
Non-executive director
Appointed: 10 February 2021
Bachelor of Economics (University of Hong Kong)
Loucas Pouroulis is the Executive Chairman of the Group, with the responsibility of
developing strategy and identifying new opportunities for the Group. He began his career in
Cyprus in 1962, and his initial postgraduate training took place in Germany, Sweden and
Cyprus. Loucas is trained as a mining and metallurgical engineer and has more than 60 years’
experience in mining exploration, project management, financing and production in open pit
and underground mining operations, including PGM and gold mines. He immigrated to
South Africa in 1964 and then joined Anglo American, where he rose rapidly through the
management ranks and received extensive training and experience. In 1971, Loucas began
to pursue his own mining interests, initially focusing on gold mining opportunities that were
considered uneconomical by the majors. By the 1990s, he had established Petra Diamonds
and, since 2000, has established Eland Platinum, Tharisa, Kameni, Keaton Energy, Salene
Chrome and the Karo Mining Group.
Phoevos Pouroulis (49)
Chief Executive Officer (CEO)
Appointed: 27 October 2010
Bachelor of Science and Business Administration (Boston University, USA)
Phoevos Pouroulis is the Chief Executive Officer of the Group, with responsibility for overall
strategy and management. Phoevos has held various senior managerial and operational
positions in his career spanning more than 20 years. He has extensive experience in project
management, mining design, commissioning and mining operations, including coal, chrome
and PGM mines, having been involved in South Africa’s mining industry since 2003. He has
served as Commercial Director for Chromex Mining and was a founding member of Keaton
Energy. Phoevos currently serves on the board of the World Platinum Investment Council.
Michael Jones (61)
Chief Finance Officer (CFO)
Appointed: 30 January 2013
Bachelor of Accounting (University of KwaZulu-Natal, Pietermaritzburg, South Africa);
CA (SA); Member of the South African Institute of Chartered Accountants
Michael Jones is the Chief Finance Officer of the Group and responsible for the overall
financial operation, funding and financial reporting management of the Group. Michael has
more than 12 years’ executive financial management experience in the mining sector. In
addition, he has over 20 years’ experience in investment banking, focusing on mergers and
acquisitions and capital raising of both equity and debt.
Shelley Wai Man Lo, a Chinese national and representative of Rance Holdings, has more than
20 years’ experience in accounting, project investment and management in the infrastructure
business in Hong Kong and mainland China. She is the General Manager of Roads of NWS
Holdings Limited. Before joining the NWS group, she worked in the audit department of
Deloitte, Hong Kong. Shelley is a member of both the Hong Kong and American Institutes of
Certified Public Accountants.
Zhong Liang Hong (60)
Non-executive director
Appointed: 1 April 2018
Resigned: 30 September 2023
Bachelor (Ferrous Metallurgy) (Shanghai Metallurgy Technology Academy)
Zhong Liang Hong is a Chinese national with 35 years’ experience in commodity trading.
Representing Fujian Wuhang Stainless Steel Co. Limited and Huachuang Singapore Pte
Limited. He has a strong understanding of analysis and forecasting of commodity markets
and end-user demand. He started his career in 1980 at the Baosteel Group. In 2001, he
founded Shanghai Hongli Metal Material Co. Limited and remains the Chairman of this
company. In 2002, he expanded his business to import manganese into China and became
the sole manganese agent in China acting for BHP Billiton.
Hao Chen (40)
Non-executive director
Appointed: 1 October 2023
Bachelor (Micro-electronics) (Fudan University, Shanghai, China)
Hao Chen holds a bachelor’s degree in Micro-electronics from Fudan University, Shanghai,
China. He has more than 18 years’ experience as an Engineer, Foreign Trade Manager and
General Manager. He has been the General Manager at Fujian Liju Logistics Company in
China since September 2014. Prior to this position, he had been a Foreign Trade Manager at
Guangxi Shenglong Metallurgy Co. Ltd., China between December 2013 and August 2014,
and an Engineer at APEX Information Services in the USA from August 2012 to November
2013. He had also held the position of Engineer at Calvin Wireless, New York, USA between
February 2012 and July 2012. Between August 2006 and January 2012, he held two
Research Assistant positions, the first at the University of Virginia, USA (August 2006 to
December 2009) and at the Tandon School of Engineering, at the University of New York,
USA (January 2010 to January 2012). Following his graduation in July 2005, he had worked
as Experimental Technician at the Shanghai Institute of Microsystem and Information
Technology at the Chinese Academy of Sciences until July 2006.
tharisa plc 2023 integrated annual report 103
Independent non-executive directors
Carol Bell (65)
Lead independent director from 1 October 2021
Appointed: 22 March 2016
Master of Arts in Natural Sciences (University of Cambridge); PhD Archaeology
(University College, London)
Carol Bell has more than 40 years’ experience in the energy and allied industries, including a
successful career as a Managing Director of Chase Manhattan Bank’s Global Oil & Gas
Group, Head of European Equity Research at JP Morgan and several years as an equity
research analyst in the oil and gas sector at Credit Suisse First Boston and UBS Phillips &
Drew. Carol began her career in corporate planning and business development at
Charterhouse Petroleum and RTZ Oil and Gas. She has broad public company experience,
currently serves on the Bonheur board and is also a non-executive director of the BlackRock
Energy and Resources Income Trust. Carol also serves on the Board of the Development Bank
of Wales and The Football Association of Wales and is one of the founder-directors of
Chapter Zero, a network for non-executive directors to engage with climate risk. She is also
vice-president of the National Museum of Wales, vice-chair of the Wales Millennium Centre,
Senior Independent Director of the National Physical Laboratory and Treasurer of the Institute
for Archaeo-metallurgical Studies.
David Salter (65)
Independent non-executive director
Appointed: 27 October 2010
Bachelor of Science Engineering (Hons); PhD in Mineral Technology (Imperial College,
London); Fellow of the South African Institute of Mining and Metallurgy (FSAIMM)
David Salter has more than 30 years’ experience in developing and managing mining
companies, including open pit and underground PGM mining operations. David’s most recent
public company roles were Chairman of Keaton Energy until its sale to Wescoal in 2017 and
Managing Director of Eland Platinum until its sale to Xstrata in 2007. He serves on the board
of Sirius Finance (Cyprus) Limited and is a non-executive director of a number of unlisted
companies in the mining, property and agricultural sectors.
Antonios Djakouris (76)
Independent non-executive director
Appointed: 11 October 2011
Chartered Accountant and Fellow of the Institute of Chartered Accountants in England
and Wales
Antonios Djakouris is a qualified Chartered Accountant and has over 30 years’ experience as
a manager and director, having served in the accounting profession and in a number of posts
with the Bank of Cyprus, including internal audit, credit review and retail banking, and as
Group General Manager in charge of operations. From 2003 to 2009, he directed the Bank
of Cyprus group’s overseas operations, including banks in the United Kingdom, Australia,
Russia, Romania and Ukraine. Antonios currently serves in an honorary capacity on the Board
and Executive Committee of the Cyprus Anti-Cancer Society, one of the largest charities in
Cyprus. Antonios will retire at the next Annual General Meeting and will not stand for
re-election.
Omar Kamal (51)
Independent non-executive director
Appointed: 11 June 2014
Bachelor in Economics and Political Science (University of Jordan); PhD in Management
(Finance and Banking) (Coventry University in collaboration with Harvard Islamic Finance
Programme at Harvard University)
Omar Kamal has more than 28 years’ international experience in banking, investment
management, strategic advisory services and high-growth entrepreneurship. He has served
at high-growth companies and multibillion-dollar corporates in various executive capacities.
Until August 2015, he was the co-Group CEO of a business group owned by a prominent
family with global reach based in Geneva, Switzerland. Prior to that, he was one of the initial
founders and acted as the CIO of a regional bank in the Middle East and, before that, was a
partner with Ernst & Young on the advisory and consulting side. Omar continues to serve on
the boards of a number of listed and unlisted companies, among others, Cambridge Scientific
Innovation, Cybsafe, Crowdemotion, Quiqup and Arab Bank Switzerland as Chairman of the
Fintech Committee. In the same context, Omar makes a personal strategic contribution
toward digital innovation and transformation. Omar is a member of the Young President
Organisation (YPO) and a Learning Chair of the London Stars Chapter in the UK.
Roger Davey (78)
Independent non-executive director
Appointed: 1 June 2017
Master of Science in Mineral Production Management (Royal School of Mines, Imperial
College, London); Master of Science in Water Resource Management and Water Environment
(Bournemouth University); Associate of the Camborne School of Mines (’ACSM’); Chartered
Engineer; European Engineer; Member of the Institute of Materials, Minerals and Mining
(’IMMM’).
Roger Davey, a British national, has more than 40 years’ operational experience at a senior
management and director level in the mining industry in South America, Africa and Europe.
His experience at senior management level includes financing, feasibility studies,
construction, development, commissioning and operational management of both
underground and surface mining operations in gold and base metals. Previous positions
include being the Senior Mining Engineer at NM Rothschild (London) (1998 to 2010) in the
Mining and Metals project finance team, where he was responsible for the assessment of the
technical risk associated with current and prospective project loans, Director, Vice-President
and General Manager of Minorco (AngloGold) subsidiaries in Argentina (1994 to 1997),
where he was responsible for the development of the Cerro Vanguardia open pit gold-silver
mine in Patagonia, Operations Director of Greenwich Resources plc, London (1984 to 1992),
with gold interests in Sudan, Egypt and Australia, Production Manager for Blue Circle
Industries in Chile (1979 to 1984) and various production roles from graduate trainee to mine
manager, in Gold Fields of South Africa (1971 to 1978). Roger serves on several boards,
including Atalaya Mining Plc, Central Asia Metals plc and Highfield Resources Limited.
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CORPORATE GOVERNANCE
Introduction
Tharisa is incorporated in Cyprus and is subject to Cyprus Companies
Law. With a primary listing on the JSE under the general mining
sector, Tharisa is subject to the JSE Listings Requirements and the
requirements of the South African Code of Corporate Practices and
Conduct laid out in King IV. Tharisa also has a secondary standard
listing of its depositary interests on the London Stock Exchange (LSE)
and is subject to the LSE Listing Rules and Disclosure and
Transparency Rules applicable to a secondary standard listing. In
addition, Tharisa is listed on the A2X Exchange in South Africa with
effect from 6 February 2019. Tharisa’s primary listing on the JSE and
secondary standard listing on the main board of the LSE remains
unaffected by the secondary listing on A2X. The A2X is a licensed
stock exchange authorised to provide a secondary listing venue for
companies and is regulated by the South African Financial Sector
Conduct Authority in terms of the Financial Markets Act 19 of 2012.
The listing on A2X provides an opportunity to improve liquidity and
attract new investors through the lower trading costs offered by this
trading platform. There are no additional regulatory requirements or
ongoing obligations to comply with.
The Company has its registered office in Cyprus and is subject to
Cyprus disclosure and transparency legislation, Cyprus market abuse
legislation, and the European Commission Market Abuse Regulation
EU596/2014, and for such purposes considers Cyprus as its home
state, where such term requires interpretation. The LSE Listing Rules
invoke the application of certain provisions of the UK Disclosure and
Transparency Rules where similar provisions do not exist under the
national law of its home state. The Company considers that the
requirements under the UK Disclosure and Transparency Rules are
met under corresponding national law, but nonetheless the Company
aims to apply the relevant UK Disclosure and Transparency Rules
applicable to the Company in circumstances where there may be a
deemed discrepancy. For the purposes of the present corporate
governance report, a reference to Disclosure and Transparency Rules
shall be a joint reference to applicable UK and Cyprus transparency
rules. While the UK Corporate Governance Code published by the
Financial Reporting Council does not apply to the Company, the
Board recognises the importance of good governance and considers
the principles and recommendations contained therein.
The Board is fully committed to accountability, integrity, fairness,
transparency and integrated thinking, which are essential to the
Group’s long-term sustainability and its ongoing ability to create
value for investors and other stakeholders. It endorses and accepts
full responsibility for applying the principles necessary to ensure that
effective corporate governance is practised consistently throughout
the Group.
In discharging this responsibility, the Board strives to comply with the
requirements set out in King IV. The Company’s disclosure on its
application of King IV principles is set out on pages 118 to 127.
The Board believes that the Company complies with the
Cyprus Companies Law and the Company’s Articles of Association.
In terms of King IV, independent non-executive directors serving for
more than nine years are subject to a rigorous annual review by the
Board to evaluate their continued independence. Having served for
more than nine years, David Salter and Antonios Djakouris‘
independence was considered and assessed by the Board during the
year under review. In doing so, the Board considered and assessed
the presence or absence of any interest, position, association, or
relationship that could potentially influence or cause bias in their
decision-making process and concluded that it was satisfied that
there were no such factors present that impaired David Salter and
Antonios Djakouris’ independence. Both David Salter and
Antonios Djakouris continued to bring an independent and objective
view and unfettered judgement distinct from that of shareholders
and management, and continue to be classified as independent
non-executive directors.
The Board also believes that the Company is compliant with the
JSE Listings Requirements and King IV in all material respects, other
than having an Executive Chairman, which has been mitigated by the
appointment of the Lead Independent Director.
Board composition
Executive directors
Loucas Pouroulis (Executive Chairman)
Phoevos Pouroulis (CEO)
Michael Jones (CFO)
Independent non-executive directors
Carol Bell (Lead Independent Director)
David Salter
Antonios Djakouris
Omar Kamal
Roger Davey
Non-executive directors
Shelley Wai Man Lo
Zhong Liang Hong (Resigned with effect 30 September 2023)
Hao Chen (Appointed with effect 1 October 2023)
The Company has a unitary board which leads and controls the
Company. It comprises three executive directors and seven
non-executive directors. Five of the seven non-executive directors
are independent.
The Board is structured so that there is a clear balance of authority,
ensuring that no one director has unfettered powers. The size of the
Board is regulated by the Company’s Articles of Association and
directors are appointed through a formal process.
The Nomination Committee identifies suitable candidates for
appointment as directors. Directors are required to be individuals of
calibre and credibility with the necessary skills and experience to
bring judgement, independent of management, on issues of strategy,
performance, resources, diversity, standards of conduct, and
evaluation of performance. Merit, commitment, integrity and
diversity are the core considerations in ensuring that the Board and
its committees have an appropriate blend and balance of
perspectives, knowledge, and experience to discharge their duties
effectively and competently, having regard to the strategic direction
of the Group.
tharisa plc 2023 integrated annual report 105
Gender
Experience
80%
20%
Male 8
Female 2
Age (%)
Tenure (%)
Independence (%)
1
2
1
2
5
50
2
4
5
1
5
6
3
1
30
Mining and metallurgy
Energy, oil and gas
Finance
Strategy and risk
Commodity markets
Information technology
Please note that some Board members have skills and
expertise in more than one area
Nationalities (%)
10
30
30
10
3
● 41 to 50 years
● 71 to 80 years
● 51 to 60 years
● >80 years
● 61 to 70 years
● 1 to 5 years
● 5 to 10 years
● >10 years
● Executive
● Independent non-executive directors
● Non-executive directors
● Cyprus
● United Kingdom
● South Africa
● Peoples Republic of China
● Jordan
20
20
Board diversity
The Nomination Committee reviews and assesses the Board’s size,
structure, and composition on an ongoing basis to ensure it is
appropriately diversified. This assessment takes into consideration
that the perspective of Board members is influenced by a
combination of three different sets of attributes:
■ experiential attributes such as skills, education, functional
experience, industry experience and accomplishments
■ demographic attributes such as gender, race, ethnicity, culture,
religion, generational cohort and
■ personal attributes such as personality, interests and values. The
Board recognises that having a blend of attributes across all facets
of diversity will lead to more thorough and robust decision-making
processes and direction and therefore strives to ensure its diverse
composition.
Acknowledging the benefits that can be achieved through diversity,
and specifically the meaningful participation of women who possess
the appropriate skills and experience as members of the Board, the
Board will continue to focus on the long-term goal of improving
gender representation at Board level. At present, the two female
directors represent 20% of the total number of directors and 29% of
the non-executive directors.
Similarly, recognising the value of age and ethnic and cultural
diversity at Board level, the Board encourages the inclusion and
consideration of prospective candidates’ backgrounds and a range of
suitable skills based on merit and against objective criteria, and with
due regard for the benefits of diversity on the Board.
In compliance with King IV, the JSE Listings Requirements and
international best practice, the Nomination Committee and Board
have adopted a Board-level diversity policy, without introducing
voluntary targets with regard to gender and racial diversification of
the Board. The Nomination Committee and the Board are committed
to maintaining a diverse Board of Directors with appropriate skills,
without setting numerical targets. When undertaking searches for
new Board members, diversity and inclusion are key considerations
within these processes, alongside recruiting for skills and experience
relevant to governing the Company effectively. The Board will also
pursue opportunities to increase the number of female and racially
and ethnically diverse Board members over time, provided that it is
consistent with the skills and diversity requirements of the Board.
The Nomination Committee also considers the relationship between
executive and non-executive directors during the assessment process.
The Board believes there is an appropriate balance between executive
and non-executive directors. The Board is satisfied that the current
members of the Board collectively possess the skills, knowledge, and
experience required to discharge the responsibilities of the Board
effectively to achieve the Group’s objectives, promote shareholder
interests, and to create value for stakeholders over the long term.
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CORPORATE GOVERNANCE CONTINUED
Roles and responsibilities of the Board
The Board is the ultimate governing authority, responsible for the
Company’s strategy, key policies, ethics, and corporate governance,
as well as approving the Company’s financial objectives and targets,
and its approach to environmental stewardship. The Board recognises
that strategy, performance, risk, and sustainability are inseparable
and that the execution of strategy can have a material impact on the
Company’s value creation and its various stakeholders. The Board is
fundamentally important to the achievement of the Company’s
mission and financial objectives, and the sustainable fulfilment of its
corporate responsibilities. It provides effective leadership on an
ethical foundation.
The Board is the ultimate custodian of the governance framework,
which commits the Company and its representatives to act according
to the highest standards of fairness, accountability, responsibility,
transparency, ethics, and sustainability. The Company’s approach to
corporate governance strives to be stakeholder-inclusive and based
on good communication. This approach has been integrated into
every aspect of the Company’s business.
The Board ensures that the Group is, and is seen to be, a responsible
corporate citizen by having regard not only for the financial aspects
of the business of the Group but also the impact that the business
operations have on the environment and the society in which it
operates. In recognition of the importance of this aspect of the
Group’s business, the Board has established a Climate Change and
Sustainability Committee. Read more about this committee on
page 112.
The Board has adopted a Board Charter setting out the role,
functions, obligations, rights, responsibilities and powers of the
Board, and the policies and practices of the Board in respect of its
duties, functions, and responsibilities. The Board has also adopted
terms of reference for each of its committees. The Board Charter
and terms of reference of all Board committees are available on the
Company’s website.
The directors who are also members of the Executive Committee of
the Company are involved in the day-to-day business activities of the
Company and are responsible for ensuring that the decisions of the
Executive Committee, as approved by the Board, are implemented
in accordance with the mandate given by the Board and Executive
Committee.
The Board is satisfied that the approved delegation of authority
framework contributes to role clarity and the effective exercise of
responsibilities.
All non-executive directors have unrestricted access to the Chairman,
management, the Group Company Secretary, the Assistant Company
Secretary, and the external and internal auditors.
The Board considers and satisfies itself, on an annual basis, of the
qualifications, experience, and arm’s length relationship between
the Company Secretaries and the Board.
Board meetings are held regularly, at least quarterly, and all directors
participate in the critical areas of decision making.
Role of the Executive Chairman
There is a clear distinction between the roles of the Executive
Chairman and the CEO. The Executive Chairman is responsible for
ensuring the integrity and effectiveness of the Board and its
committees, which include:
■ providing overall leadership to the Board, without limiting the
principle of collective responsibility for Board decisions
■ participating in the selection of Board members and overseeing a
formal succession plan for the Board and certain senior
management appointments
■ encouraging collegiality among Board members and management
while at the same time maintaining an arm’s length relationship
■ mentoring to enhance directors’ confidence, especially new or
inexperienced directors, and encouraging them to contribute at
meetings actively
■ contributing to the Board’s strategic vision by fostering an
entrepreneurial mindset, identifying new opportunities and
promoting creative problem solving
■ applying entrepreneurial principles to optimise resources and
growth.
The non-executive directors appraise the Chairman’s performance on
an annual basis, or such other basis as the Board may determine.
Role of the CEO
The Board’s authority conferred on management is delegated
through the CEO and the authority and accountability of
management is accordingly considered to be the authority and
accountability of the CEO.
The CEO provides executive leadership and is accountable to the
Board for the implementation of strategies, objectives, and decisions
within the framework of the delegated authorities, values, and
policies of the Company, which include:
■
recommending or appointing the executive members and ensuring
proper succession planning and performance appraisals
■ developing the Company’s strategy and vision for Board
consideration and approval
■ developing and recommending annual business plans and budgets
that support the Company’s long-term strategy to the Board
■ monitoring and reporting to the Board on performance against
and conforming with strategic imperatives
■ ensuring that the Company has appropriate management
structures and a management team to effectively carry out the
Company’s objectives, strategy, and business plans
■ ensuring that the assets of the Company are properly maintained
■
and safeguarded, and not unnecessarily placed at risk
setting the tone from the top in providing ethical leadership and
creating an ethical environment and not causing or permitting any
decision or internal or external practice or activity by the Company
that may be contrary to commonly accepted business practice,
good corporate governance, or professional ethics
■ acting as the chief spokesperson of the Company.
The non-executive directors monitor and evaluate the CEO in
achieving the approved targets and objectives. The Remuneration
Committee considers the results of such evaluation to guide it in its
appraisal of the performance and remuneration of the CEO.
tharisa plc 2023 integrated annual report Role of the Lead Independent Director
The Lead Independent Director:
■ chairs the Nomination Committee and is a member of all other
Board committees
■ presides over meetings of the Board and meetings of shareholders
if required
facilitates meetings of the non-executive directors
■
■ acts as facilitator at Board meetings to ensure that no director, or
group of directors, dominate the discussion, that sufficient debate
takes place, that the opinions of all directors relevant to the subject
under discussion are solicited and expressed freely, that conflicts of
interests are managed and that Board discussions lead to
appropriate decisions
■ acts as a sounding board to the Executive Chairman and the CEO
leads the non-executive directors in the appraisal of the Executive
Chairman and CEO
■
■ provides leadership and advice to the Board when the Executive
Chairman has a conflict of interest, without detracting from the
authority of the Executive Chairman and
■ acts as an intermediary for the other Board members and
shareholders about concerns that have not been resolved through
the normal channels.
Role of the non-executive directors
The role of non-executive directors is to bring independent
judgement and challenge executive directors constructively, without
becoming involved in the day-to-day running of the business.
The key responsibilities of non-executive directors include oversight
of the Board on issues relating to:
■
■
strategic direction, by providing an objective, informed, and
creative insight based on their own experience, to act as a
constructive critic in assessing the strategic objectives devised by
the CEO and to ensure that the necessary financial and human
resources are in place for the Company to meet its objectives
■ monitoring performance of executive management with regard to
the progress made towards achieving the Company’s strategy and
objectives and, in doing so, playing an important role in key executive
appointments, removals where necessary, and succession planning
remuneration, through the work of the Remuneration Committee,
by objectively and independently determining appropriate levels of
remuneration of executive directors
risk and strategic risk in particular, through the work of the Risk
Committee, by reviewing the risk philosophy, strategy, and policies
as recommended by executive management and ensuring
compliance with such policies, and with the overall risk profile of
the Company
integrity of financial information, through the work of the Audit
Committee, by ensuring that the Company accounts properly to its
shareholders by presenting an accurate and fair reflection of its
actions and financial performance and that the necessary internal
control systems are implemented and monitored regularly
standards of conduct of the Board and executive management.
■
■
■
Tharisa’s non-executive directors bring diverse experience and
expertise to the Board. They are required to have a clear
understanding of the Group’s strategy and must be sufficiently
familiar with the Group’s businesses to be effective contributors to
the development of the Group’s strategy and the identification and
monitoring of risks faced by the Group. Non-executive directors must
have sufficient time to perform their duties as directors and make a
107
meaningful contribution. They should be prepared to challenge
executive directors’ opinions and provide fresh insight into the
Group’s strategic direction. Non-executive directors assess the
performance of the Executive Chairman and CEO and serve on
various Board committees. Non-executive directors have a standing
invitation to meet without the presence of the executive directors
after every Board meeting or when required.
Board appointments
The Company’s shareholders appoint members of the Board.
The Board also has the power to appoint directors, subject to such
appointments being approved by shareholders at the next AGM
following such appointment. In compliance with the JSE Listings
Requirements, shareholders may not consent in writing to the
appointment of directors. Pursuant to the terms of the Board Charter,
appointments to the Board are made on the recommendation of the
Nomination Committee. A formal policy detailing the procedures for
appointments to the Board has been adopted by the Company.
Non-executive directors are required to be individuals of calibre and
credibility, be independent of management, and possess the
necessary skills and expertise to bring judgement to bear on issues of
strategy, performance, resources, diversity, standards of conduct, and
evaluation of performance.
Directors are required to conduct themselves in a professional
manner at all times, having due regard for their fiduciary duties and
responsibilities to the Company and ensuring that sufficient time is
made available to devote to their duties as Board members. Directors
are further required to be diligent in discharging their duties to the
Company, seek to acquire sufficient knowledge of the business of the
Company, and endeavour to keep abreast of changes and trends in
the business environment and markets in which the Company
operates, in order to be able to provide meaningful direction to the
Company’s business activities and operations.
Director induction
Upon appointment, all new directors are provided with induction
materials to familiarise them with the Group’s operations, business
environment and executive management and induct them in their
fiduciary duties and responsibilities. The induction programme
involves an information pack comprising, inter alia, the Group
structure, a list of the top shareholders, Board packs and minutes of
previous Board meetings, annual and interim reports, Articles of
Association, the Board Charter, committee terms of reference,
information on directors’ and officers’ insurance, a guide to the JSE
Listings Requirements, and a memorandum on dealings in securities,
market abuse and insider trading. Periodic site visits are arranged for
existing and new non-executive directors to improve their
understanding of the Group’s operations.
Retirement by rotation and re-election
of directors
In terms of the Company’s Articles of Association, any directors
appointed by the Board during the course of the financial year shall
hold office only until the next AGM of the Company following their
appointment and shall then retire and be eligible for election.
In accordance with the Company’s Articles of Association, one-third
of non-executive directors must retire from office at each AGM.
Executive directors are not subject to retirement by rotation. The
non-executive directors retiring at each AGM are those directors who
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tharisa plc 2023 integrated annual report 108
CORPORATE GOVERNANCE CONTINUED
have been the longest serving since their last election. Retiring
directors are eligible for re-election and, if so re-elected, are deemed
not to have vacated their office. Hao Chen, having been appointed
with effect 1 October 2023, will retire at the next AGM and will be
eligible for election. Shelley Lo will be retiring by rotation at the
upcoming AGM and has made herself available for re-election.
A brief curriculum vitae of each director standing for election or
re-election appears on pages 102 and 103. Antonios Djakouris will
be retiring by rotation at the upcoming AGM and will not be
available for re-election. Mr Djakouris has served on the Tharisa
board since October 2011 and has made an invaluable contribution
to the board. His dedication, insight, and unwavering commitment
have played an instrumental role in shaping the success and growth
of Tharisa. Throughout his tenure, his expertise and ability to provide
constructive feedback, ask insightful questions, and offer wise
counsel have greatly enriched the Board’s decision-making processes.
Over and above his professional expertise, his integrity, reliability, and
passion for Tharisa’s mission have set an exemplary standard for all
those fortunate enough to work alongside him. The Company and
the board wish Mr Djakouris well.
Board support for election or re-election is not automatic. The
Nomination Committee assesses the composition of the Board and
the performance of individual Board members on an annual basis
prior to recommending any directors for election or re-election by
shareholders at the AGM. Upon recommendation by the Nomination
Committee, the Board decides whether it will endorse a director
standing for election or re-election. Having assessed the performance
of the directors standing for election, it is the recommendation of the
Board that Hao Chen be elected and that Shelley Lo be re-elected.
Board meetings
The Board meets formally at least four times per year and at such
other times as may be required. The Board met four times during the
year under review. In addition, four informal mid-cycle briefing calls
were held during the period.
Key focus areas and decisions of the Board
during FY2023
In addition to the standard agenda items such as feedback by the
chairmen of the various Board committees on the key deliberations
and activities of those committees, consideration of detailed reports
on the operational and financial performance of the Group, climate
change and sustainability, investor relations, and legal and
governance matters. The Board deliberated on the following key
areas during the year under review:
Q1 FY2023
Q2 FY2023
Q3 FY2023
Q4 FY2023
• Approved the FY2022 annual
• Held the Company’s third
financial results
virtual AGM
• Approved the FY2022 Annual
• Considered and discussed the
various research and
development projects being
undertaken by the Group’s
research and development arm
• Considered the operating and
market context within which
the Group operates
• Considered and discussed the
top strategic risks facing the
Group
• Considered management’s
succession plan and new
senior appointments
• Discussed risk considerations
as a consequence of the
Russia/Ukraine conflict and
mitigating actions being taken
by management
Report
• Proposed a final cash dividend
of US 4.0 cents per ordinary
share
• Considered and agreed to
support the re-election of the
directors retiring by rotation at
the AGM
• Discussed the market context
in which the Group operates
• Considered and discussed the
top strategic risks facing the
Group
• Considered the progress of the
Karo Platinum Project and its
funding requirements
• Considered the Company’s
production guidance for
FY2024
• Issued and listed a US dollar
denominated bond on the
Victoria Falls Stock Exchange
by Karo Mining Holdings as
part of the fundraising for the
Karo Platinum Project, raising
US$36.4 million in total
• Considered the operating and
market context within which
the Group operates
• Considered the progress of the
Karo Platinum Project and its
funding requirements
• Considered the top strategic
risks facing the Group
• Considered various
challenges facing the Group,
including the impact of wet
weather on waste stripping,
above inflationary escalation
of costs and the impact of
internal South African issues
related to loadshedding,
transport of goods, crime
and South Africa’s grey listing
on the economy
• Considered reputational risk
matters
• Considered and approved the
Group’s interim financial results
for FY2023
• Declared an interim dividend
of US 3.0 cents per share
• Considered and agreed on the
Nomination Committee’s
assessment of the
independence of
non-executive directors
• Performed the annual
assessment of the
independence of
non-executive directors with a
tenure longer than nine years
• Considered Board succession
planning
• Considered and approved the
recommendations by the
Remuneration Committee on
executive remuneration
• Considered implementation of
the Group’s Vision 2025
strategy
• Considered the Company’s
production guidance for
FY2024
• Interrogated and approved the
FY2024 budget
• Considered the progress of the
Karo Platinum Project and its
funding requirements
• Considered the top strategic
risks facing the Group
• Considered reputational risk
matters
tharisa plc 2023 integrated annual report 109
Key focus areas for FY2024
■ Board succession planning
■ Continue implementation of Vision 2025 strategy
■ Continue development of the Karo Platinum Project
■ Monitor continued optimisation of existing operations
■ Continue striving to be the investment of choice
Board committees
Certain responsibilities are reserved for the Board, while others are delegated to Board committees, each with formal mandates and terms of
reference, without reducing the individual and collective responsibilities of Board members’ overall fiduciary duties and responsibilities. The terms of
reference of each Board committee determines, inter alia, the composition, purpose, scope of mandate, and powers and duties of the committee.
Board committees provide feedback to the Board through reports by their respective chairmen and provide the Board with copies of minutes of
committee meetings. All directors receive notice and packs for committee meetings and are encouraged to join meetings of Board committees of
which they are not members. Terms of reference of the various committees are compliant with the provisions of the Company’s Articles of
Association and the JSE Listings Requirements. The terms of reference are reviewed on a regular basis and are available on the Company’s website.
All committees have satisfied their responsibilities in compliance with their respective terms of reference during the year under review.
The Company’s Board committees during the year were constituted as follows:
Audit Committee
Chairman
Antonios Djakouris
Risk Committee
Antonios Djakouris
Nomination Committee
Remuneration Committee
Carol Bell
Carol Bell
Safety, Health and Environment Committee
David Salter
Social and Ethics Committee
David Salter
New Business Committee
Roger Davey
Climate Change and Sustainability Committee
Carol Bell
By standing invitation
CFO
CEO
Group Head of Internal Audit
COO
Group Executive: Legal
Chief Technical Officer (’CTO’)
Group Head of Internal Audit
CEO
CEO
CFO
CEO
COO
CTO
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CFO
COO
Group Executive: Legal
CTO
COO
Group Executive: Legal
CTO
Group ESG Manager
Members
David Salter
Carol Bell
Omar Kamal
Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
Carol Bell
David Salter
Omar Kamal
Roger Davey
Zhong Liang Hong
Shelley Wai Man Lo
Loucas Pouroulis
David Salter
Antonios Djakouris
David Salter
Antonios Djakouris
Roger Davey
Carol Bell
Antonios Djakouris
Roger Davey
Carol Bell
Antonios Djakouris
Omar Kamal
Phoevos Pouroulis
David Salter
Carol Bell
Loucas Pouroulis
Phoevos Pouroulis
Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
David Salter
Antonios Djakouris
Omar Kamal
Roger Davey
Zhong Liang Hong
Shelley Wai Man Lo
tharisa plc 2023 integrated annual report 110
CORPORATE GOVERNANCE CONTINUED
Audit Committee
The Audit Committee, which must comprise at least three
independent non-executive directors, is chaired by Antonios
Djakouris, an independent non-executive director. Other members of
the committee are David Salter, Omar Kamal, and Carol Bell, all
independent non-executive directors. The Board is satisfied that the
committee’s members have the appropriate mix of qualifications and
experience to fulfil their responsibilities appropriately. The Group’s
independent external auditor, Group Head of Internal Audit, CFO,
and CEO attend committee meetings by invitation. The committee
meets with the external auditor and Group Head of Internal Audit,
without any executive directors being present, whenever necessary.
Both the Group Head of Internal Audit and external auditors have
unrestricted access to the chairman of the committee and the Lead
Independent Director.
The Audit Committee provides the Board with additional assurance
regarding the quality and reliability of financial information used by
the Board and the financial statements of the Group. The committee
reviews the internal and financial control systems, accounting
systems, and reporting and internal audit functions. It liaises with
the Group’s external auditor and monitors compliance with legal
requirements.
Furthermore, the Audit Committee assesses the performance of
financial management, approves external audit fees and budgets,
monitors non-audit services provided by the external auditor against
an approved policy, and ensures that management addresses any
identified internal control weakness. In addition, the committee
oversees the integrated reporting process, risk management systems,
information technology risks (as they relate to financial reporting),
the Group’s whistleblowing arrangements, and policies and
procedures for preventing corrupt behaviour and detecting fraud
and bribery.
In terms of the Audit Committee’s oversight role in the integrated
reporting process, it considers all factors and risks that may impact
the integrity of the integrated report. In this regard, the committee
considers and reviews the findings and recommendations of the Risk,
Safety, Health and Environment, and Climate Change and
Sustainability Committees insofar as they are relevant to the
functions of the Audit Committee. The committee also reviews and
evaluates the disclosure of material sustainability issues in the
integrated report, in conjunction with the Risk, Safety, Health and
Environment, and Climate Change and Sustainability Committees,
with specific focus on ensuring that the disclosure is reliable and does
not conflict with the financial information. It recommends and/or
approves the engagement of external assurance providers on
material sustainability issues and ensures that the appropriate
measures of progress toward achieving disclosed climate change risk
mitigation actions are included in the integrated report disclosures.
The committee has unrestricted access to all Company and Group
information and may seek information from any employee. The
committee may also consult external professional advisers in
executing its duties.
The chairman of the Audit Committee is required to report to the
Board after each meeting of the committee and the minutes of
meetings of the Audit Committee are provided to the Board.
For more information on the activities of the committee during the
year under review, refer to the report of the Audit Committee on
pages 140 to 141.
The appropriateness of the expertise and experience of the CFO is
considered on an annual basis and the committee is satisfied with the
appropriateness of the expertise of Michael Jones, the CFO.
The Audit Committee meets as often as is deemed necessary but is
required to meet at least twice a year. The committee met four times
during the year under review.
Risk Committee
Control of the complete process of risk management, the evaluation
of its effectiveness and approval of recommended risk management
and internal control strategies, systems, and procedures are key
Board responsibilities. For this reason, the Risk Committee comprises
the entire Board. The Risk Committee is chaired by Antonios
Djakouris. Risk Committee meetings are attended by the COO,
Group Executive: Legal, Chief Technical Officer (’CTO’), and Group
Head of Internal Audit by invitation.
The Risk Committee oversees and assists the Board in risk
management and reviewing risks facing the Group. This includes risks
related to business technology security, cyber risk and climate-related
risk.
The Risk Committee reviews management reports on the adequacy
and effectiveness of the Group’s operational risk management
functions, ensures compliance with the Group’s risk management
policies, and reviews the adequacy of the Group’s insurance
coverage.
During the year under review, in-depth risk reviews were undertaken
at operating subsidiary and business unit level throughout the Tharisa
Group. The committee conducted a high-level review of the residual
risks identified by management during these reviews. It continues to
monitor progress made by risk owners in identifying mitigating
factors, performing gap analyses, and implementing additional
mitigating measures where required. In addition, the committee
identifies, reviews and evaluates non-operational and strategic risks
impacting the Company and the Group on an ongoing basis. The
Risk Committee meets as often as is deemed necessary and met
twice during the year under review.
Nomination Committee
During the year under review, the Nomination Committee was
chaired by Carol Bell in her capacity as the Lead Independent
Director. Other members of the Nomination Committee were David
Salter and Antonios Djakouris, independent non-executive directors,
and Loucas Pouroulis, the Executive Chairman. Loucas Pouroulis is
entitled to participate and contribute to the Nomination Committee,
but is not entitled to vote on any matter before the Nomination
Committee. In the event of a tied vote, the chairman of the
committee has a casting vote. The CEO attends meetings by
invitation if required.
The Nomination Committee ensures that the procedures for
appointments to the Board are formal and transparent by making
recommendations to the Board on all new Board appointments in
accordance with the Company’s policy for Board appointments. It
does so by evaluating the Board performance, undertaking
performance appraisals of the executive and non-executive directors,
tharisa plc 2023 integrated annual report 111
Safety, Health and Environment Committee
All members of the committee are independent non-executive
directors. The committee is chaired by David Salter and other
members are Antonios Djakouris, Carol Bell, and Roger Davey.
The CEO and COO attend the meeting by invitation.
The Safety, Health and Environment Committee develops and reviews
the Group’s framework, policies and guidelines on safety, health, and
environmental management, monitors key indicators on accidents
and incidents, and considers developments in relevant safety, health,
and environmental practices and regulations.
The committee met four times during the year under review.
Social and Ethics Committee
As required by the JSE Listings Requirements, the Board established
a Social and Ethics Committee. The committee is chaired by
David Salter and other members are Antonios Djakouris,
Omar Kamal, Carol Bell, and Phoevos Pouroulis.
The committee’s objective is, inter alia, to assist the Board in ensuring
that the Company and other entities in the Group remain committed,
socially responsible corporate citizens by creating a sustainable
business and regard for the Company’s economic, social, and
environmental impact on the communities in which it operates. This
includes, among others, public safety, HIV/Aids, environmental
management, corporate social investment, consumer relationships,
labour and employment, the promotion of equality, and ethics
management.
The committee has an independent role with accountability to both
the Board and the Company’s shareholders. The committee does not
assume the functions of management of the Company. These
functions remain the responsibility of the Company’s executive
directors, executive management, and senior managers.
It is the committee’s responsibility to monitor the Group’s activities,
having regard to any relevant legislation, other legal requirements or
prevailing codes of best practice, with regard to matters relating to,
among others, the following:
(i) Social and economic development, focusing on the Company’s
standing in terms of the goals and purposes of the 10 United
Nations Global Compact Principles, among others:
• upholding and respecting human rights
• upholding fair labour practices, which include the freedom of
association, the right to collective bargaining, and the
elimination of forced labour, child labour, and discrimination
• upholding the promotion of greater responsibility toward the
environment
• upholding the prevention of bribery and corruption
• upholding the Organisation for Economic Co-operation and
Development’s recommendations regarding corruption
• upholding the Equator Principles and
• upholding the Employment Equity Act and the Broad-Based
Black Economic Empowerment Act, applicable to
South African subsidiaries.
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evaluating the effectiveness of Board committees, and making
recommendations to the Board. The Nomination Committee also
considers and approves the Board succession plans.
The work of the Nomination Committee during the year followed
both its terms of reference and established good practice in
corporate governance. The committee conducted a review of the
structure, size, and composition of the Board, with specific emphasis
on skills, knowledge, independence, and diversity of the Board
members. During the period under review, the committee considered
the independence of non-executive directors. Consideration was
given, among others, as to whether the individual non-executive
directors are sufficiently independent of the Company to effectively
carry out their responsibilities as directors, whether they are
independent in judgement and character, and that there are no
conflicts of interest in the form of contracts, relationships,
shareholding, remuneration, employment, or related-party disclosures
that could affect their independence.
The committee determined that David Salter, Antonios Djakouris,
Omar Kamal, Carol Bell, and Roger Davey are independent. Zhong
Liang Hong and Shelley Wai Man Lo are not considered independent
due to their association with significant shareholders.
The Nomination Committee met formally once during the year under
review.
Remuneration Committee
All members of the Remuneration Committee are independent
non-executive directors. During the year under review, the committee
was chaired by Carol Bell, and the other committee members were
David Salter, Antonios Djakouris, and Roger Davey. The CEO and CFO
are invited to attend committee meetings to make presentations,
except when their remuneration is under consideration.
The Remuneration Committee considers the remuneration
framework of the Executive Chairman, CEO, CFO, and other
members of the executive management of the Company and its
subsidiaries, regarding local and international benchmarks. As far as
the remuneration of the Executive Chairman and the CEO is
concerned, the committee considers and if appropriate, recommends
the remuneration of the Executive Chairman and the CEO to the
Board for final approval.
The committee also considers bonuses, which are discretionary and
based upon general economic variables, the performance of the
Company and each individual’s performance against personalised key
performance indicators, allocations in terms of the Group’s incentive
schemes, and certain other employee benefits and schemes.
During the year, the committee reviewed various aspects of the
Group’s remuneration structure, including executive salaries, both
short-term and long-term performance-based remuneration schemes
and annual cost of living adjustments. Following its work around the
methodology for setting appropriate salary levels for the executive
team with Korn Ferry through benchmarking executive remuneration
packages against an appropriate peer group and the median of a
mining industry group developed by Korn Ferry, the committee was
satisfied that it had developed a satisfactory method to ensure that
the executive team was being fairly remunerated compared to the
peer group.
The committee met formally twice during the year under review.
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CORPORATE GOVERNANCE CONTINUED
Climate Change and Sustainability Committee
During FY2021, the Board established the Climate Change and
Sustainability Committee, delegating the responsibility for overseeing
the climate change and sustainability strategy, policies, and functions
of the Group. It assists the Board with overseeing climate
performance and reviews the performance of the Group in relation to
climate-related decisions and actions. This committee functions
alongside the Safety, Health and Environment and the Social and
Ethics Committees. Given the significance of the subject matter, not
only for the business but also for all stakeholders and the planet, the
committee comprises, for the time being, all members of the Board
and is chaired by Carol Bell. The committee meetings are attended by
the COO, Group Executive: Legal, CTO and the Group ESG Manager
by invitation.
The committee’s purpose is to provide stewardship and enhance the
Group’s and, in particular, Tharisa Minerals’, efforts in fighting
climate change, driving sustainability and maintaining the social
licence to operate within communities. Furthermore, the committee
supports management in ensuring that the Company addresses
climate change and sustainability issues through the development
and implementation of a climate change and sustainability policy and
sustainability framework. The committee also provides oversight on
the Company’s sustainability strategy and reporting and all matters
under the theme of climate change and sustainability.
In the near term, the focus of this committee is oversight of the
implementation of the Company’s carbon action plan to become net
carbon neutral by 2050. It will also guide the Group toward its goal
of creating a circular economy while producing critical metals for the
decarbonisation of global economies.
The committee has access to sufficient resources to carry out its
duties, including the authority to obtain, at the Company’s expense,
outside legal or other professional advice on any matter within its
terms of reference and to invite those persons to attend meetings of
the committee.
Meetings are held as often as necessary, but at least twice a year. The
committee held four meetings during the year under review.
(ii) Good corporate citizenship and the impact of the Group’s
activities and its products or services on the environment, health,
and public safety, the Company’s employment relationships, and
its contribution toward the educational development of its
employees. In order to ensure that Tharisa is and is seen to be a
responsible corporate citizen, the committee oversees and
monitors, on an ongoing basis, the consequences of the Group’s
activities and outputs on:
• the workplace, by ensuring employment equity, fair
remuneration, safety, health, dignity, and development of
employees and the Group’s standing in relation to the
International Labour Organisation Protocol on decent work
and working conditions
• the economy, by working toward economic transformation
• the prevention, detection, and response to fraud and
corruption
• society, by upholding public health and safety, consumer
protection, community development, and protection of human
rights and
• the environment, by ensuring pollution prevention, minimising
waste disposal, and protecting biodiversity.
(iii) Ethical leadership and ethical behaviour, by reviewing the
Company’s Code of Ethics and making recommendations to the
Board for approval reviewing results of whistleblowing activities
reviewing significant cases of employee conflicts of interest,
misconduct, fraud, or any other unethical activity by employees
or the Company and ensuring that the Company’s ethics
performance is assessed, monitored, reported and disclosed.
The committee is pleased to report that it has fulfilled its mandate in
terms of its terms of reference and that there are no instances of
material non-compliance to report.
The committee meets as often as it deems necessary but, in any case,
at least once a year and at such other times as determined. The
committee met once during the year under review.
New Business Committee
The New Business Committee is responsible for the investigation and
assessment of new projects and business opportunities, particularly
from a strategic, technical and operational point of view, and
identifying project-related risks, and safety, health, and environmental
risks. The committee is not authorised to approve individual projects
or investments or commit the Company but works with executive
management to review and evaluate new business opportunities and
initiatives and make recommendations to the Board for approval. The
committee has the right of access to management and/or external
consultants, and the right to seek additional information or
explanations.
The committee is chaired by Roger Davey and other members are
David Salter, Carol Bell, Loucas Pouroulis, and Phoevos Pouroulis. The
CFO, COO, Group Executive: Legal, and CTO attend meetings as
invitees. All members of the Board who are not committee members
have a standing invitation to attend the meetings.
During the year, the committee considered various opportunities
presented to it.
The committee meets as often as necessary to undertake its role
effectively. The committee met formally twice during the year under
review.
tharisa plc 2023 integrated annual report 113
Attendance at meetings
Attendance at Board and committee meetings during the year under review is set out below:
Board
Audit
Committee
Nomination
Committee
Remunera-
tion
Committee
Risk
Committee
SHE
Committee
Social and
Ethics
Committee
New
Business
Committee
Climate
Change and
Sustainability
Committee
4
3
4
4
4
4
4
4
3
1
4
4
–
4#
4#
4
4
4
4
1#
–
4#
1
0
1#
–
1
1
–
1
1#
–
–
2
–
2#
2#
2
2
–
2
2
–
–
2
0
2
2
1
2
2
2
2
0
2
4
–
4#
–
4
4
4#
4
3
–
4#
1
–
1
–
1
1
1
1
–
–
–
2
0
2
2#
2
2#
1#
2
2
–
2#
4
1
4
4
4
4
4
4
3
0
4
Director
Number of meetings held
Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
David Salter
Antonios Djakouris
Omar Kamal
Carol Bell
Roger Davey
Zhong Liang Hong
Shelley Wai Man Lo
# By invitation
Group Company Secretary
The role of the Group Company Secretary is, inter alia, to provide
guidance and advice to the Board with respect to matters relating to
the JSE Listings Requirements, the LSE Listings Rules, Disclosure
Guidance and Transparency Rules, Cyprus Companies Law, King IV,
market abuse laws and regulations, and other corporate
governance-related matters. In addition to her statutory duties, the
Group Company Secretary provides individual directors, the Board as
a whole, and the various committees with guidance as to how their
responsibilities should be discharged in the best interests of the
Group.
Sanet Findlay is a full-time employee within the Group and is based
in South Africa. She holds a Bachelor of Science and a Bachelor of
Law, a CIS professional postgraduate qualification: Company
Secretarial and Governance Practice and is a Fellow of the Chartered
Governance Institute of Southern Africa (formerly Chartered
Secretaries Southern Africa) since 2023, having been an associate
member since 2003. She has experience as a Group Company
Secretary of JSE and LSE-listed companies since 2009. She is not a
director of Tharisa or any of its subsidiaries and maintains an arm’s
length relationship with the Board.
Lysandros Lysandrides acts as the Assistant Company Secretary and
holds a Bachelor of Law and a postgraduate diploma in Legal Practice
(UK). He is an associate member of the Institute of Chartered
Secretaries and Administrators (UK), a Fellow of the Chartered
Institute of Legal Executives (UK), and a registered practising Cyprus
attorney at law. He has experience as a company secretary and legal
adviser to companies listed on the LSE and Cyprus Stock Exchange.
Lysandros has been appointed as an external adviser to Tharisa and
its Cyprus subsidiaries and maintains an arm’s length relationship
with the Board.
The Board formally assessed and considered the performance and
qualifications of the Company Secretaries and is satisfied that the
Company Secretaries are competent, suitably qualified, and
experienced.
The appointment and removal of the Company Secretaries are
matters reserved for the Board as a whole.
Board evaluation
The Nomination Committee, under the leadership of the Lead
Independent Director, evaluates the performance of the Board, its
committees, the Executive Chairman, CEO, CFO, the Company
Secretary, and the performance and contribution of the individual
non-executive directors. The Board committees conduct a self-
evaluation against their respective terms of reference and each
individual Board member is evaluated by fellow Board members using
an evaluation questionnaire. The results of the evaluation process are
considered by the Nomination Committee prior to their presentation
to the Board. Results and any identified training requirements are
discussed with individual directors if deemed necessary. An extensive
evaluation was conducted in November 2023. There were no
material findings and remedial action is being taken to address areas
that can be improved. The Board is satisfied that the evaluation
process assists in the improvement of performance and effectiveness
of the Board.
Conflicts of interest
Disclosure of other directorships, personal financial interests and any
other conflicts of interest, and those of related persons, in any matter
before the Board is a standing Board agenda item and a register is
kept of all such disclosures. Directors recuse themselves from
discussion on any matters in which they may have a conflict of
interest. Non-executive directors are required to inform the Board of
any proposed new directorships and the Board reserves the right to
review such additional appointments to ensure that no conflict of
interest would arise and a director accepting a new appointment
would be able to continue to fulfil his or her obligations as a member
of the Board.
Share dealing and insider trading
All directors of the Company and its major subsidiaries, senior
executives, the Company Secretaries, and employees and advisers
who, by virtue of their positions, have access to financial and other
price-sensitive information are regarded as insiders and are required,
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CORPORATE GOVERNANCE CONTINUED
at all times, to obtain prior authorisation to deal in the Company’s
shares.
Directors of the Company and its major subsidiaries and Persons
Discharging Managerial Responsibilities (PDMRs) are reminded of
their obligation to inform all their associates, as defined by the JSE
Listings Requirements, and investment managers of the fact that
dealings by the directors and their associates in Tharisa shares have
to be preapproved and/or disclosed to the Company within the
stipulated timeframe to facilitate the release of the required
announcements in terms of the JSE Listings Requirements. A similar
requirement exists under the UK Market Abuse Regime for PDMRs
and persons closely associated with them. The Company’s directors,
executives and employees who are classified as insiders are not
permitted to deal in the Company’s shares during closed periods or
when they are in possession of non-public information.
An appropriate communication is sent to all such directors, PDMRs
and employees alerting them that the Company is entering a closed
period. Closed periods are observed as required by the JSE Listings
Requirements, including the period from the end of the interim and
annual financial reporting periods to the announcement of the
financial results for the respective periods, and during periods that
the Company is under a cautionary announcement. The UK Market
Abuse Regulation stipulates a closed period of 30 calendar days
before the announcement of the interim and/or annual results. The
Company applies the longer duration in any given financial reporting
period.
Directors of the Company and its major subsidiaries and PDMRs have
been made aware of an amendment to the JSE Listings
Requirements, which expands the definition of a transaction (for
purposes of directors’ dealings in securities) to include the use of the
issuer’s securities as security, guarantee, collateral or otherwise
granting a charge, lien or other encumbrance over the securities. In
the past, disclosure of such security arrangements had only been
required at the time of enforcement against the security, and not at
the time the relevant security agreement was entered into. In terms
of the amended Listings Requirements, separate transactions are
regarded to occur, and an announcement is required at the time a
security agreement is entered into, at the time when a right of the
secured party is exercised, and at the time that an existing security
agreement is amended or terminated. All existing transactions
entered into prior to the amendment of the Listings Requirements
must be disclosed in the annual report. None of the directors or
Company Secretaries of the Company, its major subsidiaries, or any
PDMRs had entered into any such transactions prior to the
amendment to the Listings Requirements, which came into effect on
2 December 2019.
Succession planning
The Board, assisted by the Nomination Committee, is responsible for
overseeing succession planning and ensuring that appropriate
strategies are in place to ensure the smooth continuation of roles and
responsibilities of members of the Board and senior management.
Compliance
Compliance with financial reporting requirements and accounting
standards falls within the ambit of the Audit Committee. The Group’s
statutory and regulatory compliance resides with the Legal, Risk and
Compliance Officer and reports on compliance are presented to the
Audit and Social and Ethics Committees. In addition to the formal
authorisation processes required for dealings in the Company’s
shares, the Group has various policies and procedures in place
governing the declaration of interests, the accepting and granting of
gifts and an approved delegation of authorities matrix that governs
the delegation of authority and value limits within the Group and
ensures that all transactions are approved appropriately.
During FY2022 the Company had acquired the 26% interest in
Tharisa Minerals held by BEE shareholders and had settled the
purchase consideration through the issue of new shares in the
Company. During the financial year under review, one of these
shareholders, the directors/shareholders of which were non-executive
directors of Tharisa Minerals at the time, sold shares to cover tax
liabilities without obtaining prior approval to trade. The trades were
announced as soon as the Company became aware of the trades and
the non-executive directors subsequently resigned from the Tharisa
Minerals Board. No penalties or regulatory censures were imposed by
the JSE on the Company as a consequence. The Company reiterated
the requirement for directors of the Company and of its major
subsidiaries to obtain approval prior to trading in Tharisa shares.
The Board is satisfied that the Company complied with the Cyprus
Companies Law, its Articles of Association, and the requirements of
the JSE Listings Requirements pursuant to the Company’s primary
listing on the JSE during the year under review. The Board also
acknowledges the role and responsibilities of its JSE sponsor, Investec
Bank Limited, and believes that the sponsor has discharged its
responsibilities with due care during the period.
Information technology governance
The Board Charter commits the Board to assume ultimate
responsibility for ensuring that effective information technology (IT)
systems, internal control, auditing and compliance policies, and
procedures and processes are implemented to avoid or mitigate key
IT-related business risks. The Board has delegated responsibility for
governing IT to the Audit Committee. An assurance on the IT systems
and processes is provided by the Group’s internal auditors, and/or
other professional consultants if required, and findings are reported
to the Audit Committee, which ensures that all material findings are
addressed appropriately.
A Group Chief Information Officer, responsible for the Group’s
strategy and implementation of IT and information systems across all
Group companies, has been appointed with effect 1 October 2022.
All Audit Committee and Board meetings are attended by the Group
Chief Information Officer by invitation.
Climate change governance
The Board is ultimately responsible for the strategic direction of the
Group and monitoring that Tharisa and its subsidiaries are operating
responsibly. Tharisa has evolved its approach to dealing with
stakeholders, focusing on actively healing rather than merely
avoiding harm. Both the risks and opportunities presented by climate
change are debated actively by the Board when developing the
Group’s strategy. Investment decisions, likewise, integrate climate risk
considerations, as well as the business opportunities that arise from
decarbonisation of energy so that the Group’s capital investment is
allocated appropriately and responsively to ensure that Tharisa’s
business model remains both sustainable and competitive. The Group
produces several raw materials required for decarbonising the global
economy. It also directs its research and development activities
towards minimising its direct carbon footprint and contributing to
tharisa plc 2023 integrated annual report 115
the worldwide goal of achieving net-zero carbon emissions by 2050.
The Board supports the Paris Climate Agreement, which was adopted
in 2015 to address the negative impact of climate change by
substantially reducing global greenhouse gas emissions to limit the
global increase in temperature.
The purpose of the Tharisa internal audit function is to provide
independent, objective assurance and consulting services designed to
add value and improve the Group’s operations. The Internal Audit
Charter sets out the internal audit function’s objectives, authority and
responsibilities.
During FY2021, the Board established the Climate Change and
Sustainability Committee, delegating the responsibility for overseeing
the climate change and sustainability strategy, policies, and functions
of the Group. Read more about this committee on page 112.
Tharisa has seen an intense focus on the impacts of climate change
and is acutely aware of its accountability in reducing the Group’s
carbon footprint. The mining industry is a critical contributor to the
global economy and the delivery of critical metals for the worldwide
energy transition. It is also essential for the mining industry to
minimise the environmental impact of its activities and Tharisa has
been reviewing its operations with respect to establishing a corporate
plan to reduce its carbon emissions while continuing to grow its
operations in producing metals that are needed to effect the energy
transition away from fossil fuels and deliver the decarbonisation of
economies. Tharisa’s management is committed to reducing its
carbon emissions by 30% by 2030 (from its FY2020 baseline, which
uses 2019 data). A roadmap is being developed to be net carbon
neutral by 2050. Investment decisions taken by Tharisa’s Board will
be informed by these decarbonisation targets, alongside the current
financial investment criteria. Furthermore, this developed roadmap
will ensure that the pre-defined decarbonisation targets are achieved
by deploying numerous sustainability initiatives.
Practical measures have been initiated and accelerated during
FY2023, such as gaining consent for a solar energy farm to
decarbonise electricity supply at the Tharisa Mine as well as investing
in research and development in battery technology to enable storage
of this energy.
Read more on Tharisa’s sustainability initiatives on pages 52 to 81.
External audit
Ernst & Young Cyprus Limited acts as an external auditor to the
Group and its independence is reviewed by the Audit Committee on
an annual basis. The appointment of the external auditor was
approved at the AGM on 22 February 2023. The external auditor has
unrestricted access to the chairman of the Audit Committee and the
Lead Independent Director.
During FY2022, the Audit Committee and the Karo Mining Holdings
board approved the appointment of BDO as external auditor to the
Karo Group, comprising Karo Mining Holdings, Karo Zimbabwe
Holdings and Karo Platinum. BDO has also been appointed as the
external auditors of the Group’s other Zimbabwean operations,
including Salene Chrome Zimbabwe.
Internal audit
During FY2021, Tharisa established an in-house internal audit
function and the Group Head of Internal Audit is responsible for the
internal audit function for the Tharisa Group. He is a member of the
South Africa Institute of Chartered Accountants (SAICA), The
Institute of Internal Auditors (IIA), The Information Systems Audit and
Control Association (ISACA) and The Association of Certified Fraud
Examiners (ACFE) and is subject to the code of ethics of these
professional bodies.
The internal audit function evaluates the adequacy and effectiveness
of controls in responding to risks within the Group’s governance,
operations and information systems, including information security
and cyber security. It derives its authority from the Audit Committee,
to which it reports every quarter.
The Group Head of Internal Audit and internal audit team have
unrestricted access to all functions, records, property, assets,
personnel, and other documentation and information that the Group
Head of Internal Audit considers necessary to enable the internal
audit team to carry out its responsibilities. It may obtain the necessary
assistance of personnel in subsidiary companies and divisions of
Tharisa where they perform audits, as well as other specialised
services from within or outside the Company. Furthermore, the
Group Head of Internal Audit has full and free access to the chairman
and members of the Audit Committee, the Lead Independent
Director, the Chairman of the Board and the external auditors.
The Group Head of Internal Audit has a standing invitation to attend
meetings of the Audit Committee and the Board.
The internal audit function plays a role in:
• developing and maintaining a culture of accountability, integrity
and adherence to high ethical standards
• facilitating the integration of risk management into the day-to-day
business activities and processes and
• promoting a culture of cost-consciousness and self-assessment.
Internal audit has a responsibility to advise on governance, risk
management and control issues and is required to report
inadequately addressed risks and ineffective control processes to
management and/or the Audit Committee. Reporting is escalated to
a level consistent with the internal audit assessment of the risk.
Management is responsible and accountable for addressing
weaknesses and inefficiencies and taking the necessary corrective
action.
The Group Head of Internal Audit and staff of the internal audit
function have accountability to, among others:
• provide assurance to the Audit Committee as to the adequacy and
effectiveness of the Group’s governance, risk management and
controls
• develop and implement an annual audit plan using an appropriate
risk‐based methodology, including any risks or control concerns
identified by management, including any special tasks or projects
requested by management and the Audit Committee
• maintain a professional audit staff with sufficient knowledge, skills,
experience, and professional certifications to meet the
requirements of this charter
• establish a quality assurance programme by which the Group Head
of Internal Audit assures the operation of internal audit activities
• issue periodic reports to the Audit Committee and management,
as well as summarised results of audit activities
• assist in the investigation of significant suspected fraudulent
activities within the organisation and notify management and the
Audit Committee of the results and
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CORPORATE GOVERNANCE CONTINUED
• consider the scope of work of the external auditors and regulators,
as appropriate, to provide optimal audit coverage to the Group at
a reasonable overall cost.
Management cannot place any restrictions on the scope of the
audits. However, it is recognised that management and the Audit
Committee provide general direction as to the scope of work and the
activities to be audited and may request internal audit to undertake
special reviews or audits. Opportunities for improving management
control, profitability, and the Company’s image may be identified
during audits, which are communicated to the appropriate
management level.
Recommendations on standards of control to apply to a specific
activity are included in the written report of audit findings and
opinions given to management for review and implementation. A
written report is issued and distributed within a reasonable time after
receiving the written management responses.
All significant control weaknesses are followed up on a monthly basis
to ensure the remedial action has been implemented by management
and the appropriate feedback is given to the Audit Committee on the
status of such remedial action.
The internal auditor is responsible for conducting reviews with
professional scepticism, recognising that the application of audit
procedures may produce evidential matter indicating the possibility of
errors or irregularities. Deterrence of fraud is however the
responsibility of management.
Internal audit will assist in the investigation of fraud to determine if
controls need to be implemented or strengthened and design audit
tests to help disclose the possibilities for similar frauds in the future. It
will recommend improvements to correct the weaknesses and
incorporate appropriate tests in future audits to disclose the existence
of similar weaknesses in other areas of the organisation.
Internal audit maintains an open relationship with external auditors
and any other assurance providers. Consistent with the internal audit
strategy, internal audit plans its activity to help ensure the adequacy
of overall audit coverage and to minimise duplication of assurance
effort. The external auditors have full and unrestricted access to all
internal audit strategies, plans, working papers and reports.
Independence and objectivity are essential to the effectiveness of the
internal audit function. Internal audit has no direct authority or
responsibility for the activities it reviews or for developing or
implementing procedures. In addition, internal audit staff generally
do not assume a role other than in an advisory capacity in the design,
installation or operation of control procedures.
Internal audit reports functionally to the chairman of the Audit
Committee and administratively to the Chief Finance Officer for the
efficient and effective operation of internal audit function. The Audit
Committee decides on the Group Head of Internal Audit
appointment and removal and is responsible for his performance
appraisal.
Independence is protected by ensuring that the internal audit
function is free from control or undue influence by any party in
selecting and applying audit techniques, procedures, and
programmes.
Internal audit is free from control or undue influence in the
determination of facts revealed by the examination or in the
development of recommendations or opinions resulting from the
examination. The internal audit function is free from undue influence
in selecting areas, activities, personal relationships, and managerial
policies to be examined.
The internal audit function has oversight of the independent
anonymous safety and ethics hotline administered by Whistleblowers
Proprietary Limited. It investigates all reports received via the
Whistleblowers hotline and through other channels and makes
recommendations to management.
The Audit Committee ensures that the internal audit function is
subjected to an independent quality review as and when the Audit
Committee determines it appropriate as a measure to ensure that the
function remains effective.
Internal control systems
To meet the Company’s responsibility to provide reliable financial
information, the Company maintains financial and operational
systems of internal control. These controls are designed to provide
reasonable assurance that transactions are concluded in accordance
with management’s authority that the assets are adequately
protected against material losses, unauthorised acquisition, use or
disposal and those transactions are properly authorised and recorded.
The systems include a documented organisational structure and
division of responsibility and established policies and procedures,
which are communicated throughout the Group, and the careful
selection, training, and development of people.
The Audit Committee monitors the operation of the internal control
systems to determine whether there are deficiencies. Corrective
actions are taken to address control deficiencies as they are
identified. The Board, operating through the Audit Committee,
oversees the financial reporting process and internal control systems.
There are inherent limitations to the effectiveness of any internal
control system, including the possibility of human error and the
circumvention or overriding of controls.
Code of Business Ethics and Conduct
The Group’s Code of Business Ethics and Conduct reaffirms the high
standards of business conduct required of all employees, officers, and
directors of Tharisa. It forms part of the Company’s continuing effort
to ensure that it complies with all applicable laws, as an effective
programme to prevent and detect violations of law, and for the
education and training of employees, officers, and directors. In most
circumstances, the code sets standards that are higher than the law
requires and adherence to the code aims to preserve the confidence
and support of the public and Tharisa’s shareholders.
Tharisa expects its employees, officers, and directors to:
• act with honesty, integrity, and fairness in all dealings, both
internally and externally
• comply with all laws and regulations applicable to the Group
• comply with Group policies and procedures
• protect the health, safety, and wellbeing of co-workers, suppliers,
and the communities in which the Group operates
• protect the environment by prudent use of resources such as water
and energy and to limit waste disposal by recycling
tharisa plc 2023 integrated annual report 117
• protect and not disclose Tharisa’s confidential information
• avoid any potential conflicts of private interests with the interests
of the Group, including, but not limited to, improper
communications with competitors or suppliers regarding bids for
contracts, having close relationships with contractors or suppliers,
and involvement with any other businesses that have interests
adverse to Tharisa, interests in Tharisa, or compete with Tharisa
• not give or accept gifts, gratuities, or hospitality from customers or
suppliers of inappropriate value, that could incur obligations or
that could influence judgement
• avoid any situations or relationships that could interfere with an
individual’s ability to make decisions in Tharisa’s best interests
• to act courteously, dignified and respectfully when dealing with
co-workers and third parties and to refrain from discriminatory,
harassing, or bullying behaviour, whether expressed verbally, in
gesture, or through behaviour.
Furthermore, it is Tharisa’s policy not to discriminate against any
employee on the basis of race, religion, national origin, language,
gender, sexual orientation, HIV status, age, political affiliation, or
physical or other disability. Tharisa desires to create a challenging and
supportive environment where individual contributions and
teamwork are highly valued. In order to establish such an
environment, all individuals are expected to support this policy of
non-discrimination and Tharisa’s equal employment opportunity
policies.
Human rights, modern slavery and human
trafficking
Tharisa acts ethically and with integrity in all business dealings, and
has the necessary systems and controls in place to safeguard against
any form of transgression of human rights. Tharisa will continue to
raise awareness of human rights among its employees, suppliers, and
the communities in which it operates.
Modern slavery encapsulates slavery, servitude, and forced or
compulsory labour. Tharisa has a zero-tolerance approach to any
form of modern slavery and is committed to ensuring that there is no
slavery or human trafficking in its supply chain, or any part of its
business.
Anti-bribery and corruption policy
Tharisa is committed to doing business ethically. Tharisa does not
tolerate corruption, fraud, and bribery and does not allow donations
to any political parties through any of its operations. The Group’s
anti-corruption policy outlines potential risks and steps to mitigate
the risk of bribery and corruption, together with a reporting
guideline. All employees, suppliers, and other associated persons are
made aware of these policies and procedures with regard to ethical
behaviour, business conduct, and transparency.
Independent anonymous safety and ethics
hotline
The Group has a zero-tolerance approach to safety transgressions,
theft, fraud, corruption, violation of the law, and unethical business
practices by employees or suppliers.
A 24-hour independent anonymous safety and ethics hotline
monitored by an independent external party is fully operational and
facilitates the reporting and resolution of safety and ethical violations.
This confidential and anonymous hotline provides an impartial facility
for employees, service providers, customers, and other stakeholders
to report any safety or ethics-related matter such as safety concerns,
unsafe behaviour and practices, hazardous conditions, fraudulent
activity, corruption, statutory malpractice, financial and accounting
reporting irregularities, and other deviations from safe and ethical
behaviour. The Audit Committee must ensure that arrangements are
in place for the independent investigation of such matters and
appropriate follow-up action. No action will be taken against anyone
reporting legitimate concerns, even if there is no proven unlawful
conduct.
Each report received via the safety and ethics hotline, or any other
channel, is considered and assessed by the Group Head of Internal
Audit in terms of the nature of the incident and the level of staff
implicated. For the following instances, the Group Head of Internal
Audit consults with the Audit Committee Chairperson and together
they decide on the most appropriate follow-up action:
• reports that concern individuals that are at the highest level of
management of the Group and/or individuals that are responsible
for overseeing one or more departments, or
• incidents that indicate a serious or pervasive violation that puts
Tharisa at risk (whether from a reputational or financial
perspective).
Based on this assessment, the Group Head of Internal Audit, in
conjunction with the CFO and/or COO and/or CEO, determines
whether to investigate the matter with internal audit resources or
request the senior management within the function/region to
investigate where this is appropriate or required. In certain
circumstances it could be appropriate to engage an outside forensic
expert to investigate. All incidents are investigated and the outcomes
of the investigations are reported to the Audit Committee every
quarter. Based on the outcome of the investigation, appropriate
action is taken, which may include, where deemed necessary, a
disciplinary process in accordance with the Tharisa Human Resources
Disciplinary Process.
Whistle Blowers Proprietary Limited operates and ensures the
confidentiality of the hotline/tip-off process and that the anonymity
of the individual using the hotline is protected while they are in
possession of the information, as well as protecting the rights of the
individuals referred to in the complaint.
Investor relations
The CEO and CFO, supported by the investor relations function,
interact with institutional investors and qualified private investors on
the performance of the Group through presentations and scheduled
meetings regularly. The Company also participates in selected South
African and international conferences and conducts roadshows in
South Africa and internationally.
A wide range of information and documents, including copies of
presentations given to investors, integrated annual reports and
notices of shareholder meetings, are made available on the
Company’s website www.tharisa.com on an ongoing basis.
Shareholders are encouraged to visit the investors’ section of the
website frequently to be kept informed of the corporate timetable,
including dates for the AGMs, forms of proxy and relevant
shareholder information.
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KING IV™ APPLICATION
Principle
Summary of how Tharisa applies the King IV Principles
Leadership, ethics and corporate citizenship
1. Leadership
The governing body should lead
ethically and effectively
Integrity
The Board is guided in all matters by the Board Charter, which sets out its role and responsibilities. The
Board subscribes to and promotes the highest standards of integrity and good corporate governance,
itself acting ethically and setting the tone for an ethical organisational culture. The Board’s ethical
approach is further strengthened by the diverse experience of its non-executive directors, the majority of
whom are independent.
Disclosure of other directorships, personal financial interests, and any other conflicts of interest, and
those of related persons, in any matter before the Board is a standing Board agenda item and a register is
kept of all such disclosures. Directors recuse themselves from discussing any matters in which they may
have a conflict of interest.
The values and principles of Tharisa are defined in the Company’s Code of Business Ethics and Conduct,
which seeks to ensure compliance with relevant legislation and regulations in a manner that is beyond
reproach.
The Social and Ethics Committee assists the Board by monitoring ethical leadership and ethical behaviour,
by reviewing the Company’s Code of Ethics and making recommendations to the Board for approval,
reviewing results of whistleblowing activities, reviewing significant cases of employee conflicts of interest,
misconduct or fraud, or any other unethical activity by employees or the Company and ensuring that the
Company’s ethics performance is assessed, monitored, reported, and disclosed.
Competence
Upon appointment, all new directors are provided with induction materials to familiarise them with the
Group’s operations, business environment, and members of executive management. Periodic site visits
are arranged for existing and new non-executive directors to improve their understanding of the Group’s
operations.
Directors are required to be diligent in discharging their duties to the Company, seek to acquire sufficient
knowledge of the business of the Company, and endeavour to keep abreast of changes and trends in the
business environment and markets in which the Company operates to be able to provide meaningful
direction to the Company’s business activities and operations.
The Nomination Committee, under the leadership of the Lead Independent Director, evaluates the
effectiveness and performance of the Board, its committees, and individual directors. Results and any
identified training requirements are discussed with individual directors if deemed necessary.
Responsibility
The Board is responsible for control of the Company and the strategic direction of the Group. The Board
exercises such control through the Board’s governance framework and its committees. The Board Charter
contains a list of matters reserved for the Board.
The non-executive directors bring diverse experience and expertise to the Board. They must have a clear
understanding of the Group’s strategy and must be sufficiently familiar with the Group’s businesses to be
effective contributors to the development of the Group’s strategy and the identification and monitoring
of risks faced by the Group. Non-executive directors must have sufficient time to perform their duties as
directors and make a meaningful contribution. They should be prepared to challenge executive directors’
opinions and provide fresh insight into the Group’s strategic direction.
Accountability
Specific responsibilities are reserved for the Board, while others are delegated to Board committees, each
with formal mandates and terms of reference. This delegation, however, does not reduce the individual
and collective responsibilities of Board members’ general fiduciary duties and responsibilities.
Fairness and transparency
The Board is the ultimate custodian of the governance framework, which commits the Company and its
representatives to act according to the highest standards of fairness, accountability, responsibility,
transparency, ethics, and sustainability. The Board ensures that the Group is, and is seen to be, a
responsible corporate citizen, by having regard not only for the financial aspects of the business of the
Group, but also the impact that the business operations have on the environment and the societies in
which it operates.
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Principle
Summary of how Tharisa applies the King IV Principles
Leadership, ethics and corporate citizenship continued
2. Organisational ethics
The governing body should govern the
ethics of the organisation in a way that
supports the establishment of an
ethical culture
3. Responsible corporate
citizenship
The governing body should ensure that
the organisation is, and is seen to be, a
responsible corporate citizen
The Board Charter outlines the Board’s effective management of ethics. The Group’s Code of Business
Ethics and Conduct reaffirms the high standards of business conduct required of all employees, officers,
and directors of Tharisa. In most circumstances, the code sets standards higher than the law requires.
A 24-hour safety and ethics hotline, monitored by an independent external party, facilitates the detection
and resolution of safety and ethics violations. This confidential and anonymous hotline provides an
impartial facility for employees, service providers, customers, and other stakeholders to report any safety
or ethics-related matter such as safety concerns, unsafe behaviour and practices, hazardous conditions,
fraudulent activity, corruption, statutory malpractice, financial and accounting reporting irregularities, and
other deviations from safe and ethical behaviour. The Audit Committee ensures arrangements are in
place for the independent investigation of such matters and appropriate follow-up action.
The Board ensures that the Group is, and is seen to be, a responsible corporate citizen by having regard
not only for the financial aspects but also for the impact that the business operations have on the
environment and the society in which they operate.
The Board Charter outlines the Board’s responsibilities in this regard. Tharisa is committed to the
promotion of sound safety, health, and environmental practices to protect, enhance, and invest in the
wellbeing of the economy, society, and the environment. The Board agrees with the principles of the
2015 Paris Agreement to mitigate climate change and the Group is taking steps to reduce its carbon
footprint. Tharisa has evolved its approach to dealing with stakeholders and the environment, focusing
actively on healing, rather than merely avoiding harm.
The Board focuses on these matters through its Risk, Safety, Health and Environment Social and Ethics,
and Climate Change and Sustainability Committees.
The Social and Ethics Committee assists the Board by monitoring the Group’s activities relating to good
corporate citizenship and the impact of the Group’s activities and its products or services on the
environment, health and public safety, the Company’s employment relationships, and its contribution
toward the educational development of its employees. In order to ensure that Tharisa is seen to be a
responsible corporate citizen, the committee oversees and monitors, on an ongoing basis, the
consequences of the Group’s activities and outputs on:
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the workplace, by ensuring employment equity, fair remuneration, safety, health, dignity and
development of employees and the Group’s standing in relation to the International Labour
Organization Protocol on decent work and working conditions
the economy, by working towards economic transformation
the prevention, detection and response to fraud and corruption
society, by upholding public health and safety, consumer protection, community development and
protection of human rights and
the environment by ensuring the prevention of pollution, minimising waste disposal, and protecting
biodiversity.
The Climate Change and Sustainability Committee was established by the Board during FY2021. The
committee’s purpose is to provide stewardship and enhance the Group’s, and in particular Tharisa
Minerals’, efforts in fighting climate change and driving sustainability and attaining a social licence to
operate within communities. The committee supports management in ensuring that the Company
addresses climate change and sustainability issues through the development and implementation of a
Climate Change and Sustainability Policy and Sustainability framework. The committee also provides
oversight on the Company’s sustainability strategy and reporting and all matters under the theme of
climate change and sustainability.
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KING IV™ APPLICATION CONTINUED
Principle
Summary of how Tharisa applies the King IV Principles
Strategy, performance and reporting
4. Strategy and performance
The governing body should appreciate
that the organisation’s core purpose, its
risks and opportunities, strategy,
business model, performance, and
sustainable development are all
inseparable elements of the value
creation purpose
5. Reporting
The governing body should ensure that
reports issued by the organisation
enable stakeholders to make informed
assessments of the organisation’s
performance, and its short, medium
and long-term prospects
Governing structures and delegation
6. Primary role and
responsibilities of the
governing body
The governing body should serve as a
focal point and custodian of corporate
governance in the organisation
The Board recognises that strategy, risk, performance, and sustainability are inseparable. The Board is also
responsible for aligning the strategic objectives, vision, and mission of the Group with performance and
sustainability considerations. The Board reviews and approves Group strategy, ensuring alignment with
the purpose of the Company, key value drivers, sustainability, and legitimate interests and expectations of
stakeholders.
In terms of the Board Charter, approval of the strategy, business plans and annual budgets and any
subsequent material changes in strategic direction or material deviations in business plans and/or annual
budgets are matters reserved for the Board.
The CEO provides executive leadership and is accountable to the Board for the implementation of
strategies, objectives, and decisions within the framework of the delegated authorities, values, and
policies of the Company, which include:
• developing the Company’s strategy and vision for Board consideration and approval
• developing and recommending annual business plans and budgets that support the Company’s
long-term strategy to the Board
• monitoring and reporting to the Board on performance against and conformance with strategic
imperatives and
• ensuring that the Company has appropriate management structures and a management team to
effectively carry out the Company’s objectives, strategy, and business plans.
The Company has controls to ensure the integrity of the integrated annual report. It is reviewed by the
finance team, CFO, CEO, the Company Secretaries, senior management, JSE sponsor, external auditor,
Group Head of Internal Audit, and the Audit Committee to ensure that the information is a true
reflection of the Group’s activities, prior to approval by the Board.
The Audit Committee provides the Board with additional assurance regarding the quality and reliability of
financial information and the financial statements of the Group. The Audit Committee also has an
oversight role in the integrated reporting process and takes into account all factors and risks that may
impact the integrity of the integrated annual report.
The Board Charter sets out the Board’s responsibilities in relation to reporting and the following are
matters reserved for the Board:
• adoption of any material changes to or departure from the accounting policies and practices of the
Company and its subsidiaries and
• approval of annual financial statements, interim reports, and any ancillary documents related thereto.
The Board is the ultimate custodian of the governance framework, which commits the Company and its
representatives to act according to the highest standards of fairness, accountability, responsibility,
transparency, ethics, and sustainability. The Board’s approach to corporate governance strives to be
stakeholder inclusive and based on good communication.
The Board is committed to the highest standards of corporate governance and believes that
accountability, integrity, fairness, transparency, and integrated thinking are essential to the Group’s
long-term sustainability and its ongoing ability to create value for investors and other stakeholders.
The Board is responsible for aligning the strategic objectives, vision, and mission of the Group with
performance and sustainability considerations. In terms of the Board Charter, approval of the strategy,
business plans, annual budgets, and any subsequent material changes in strategic direction or material
deviations in business plans and/or annual budgets are matters reserved for the Board. The Board ensures
that risks impacting the business are adequately examined and mitigated by management.
The Board, its committees, and individual directors have unrestricted access to all Company and Group
information, and the Company Secretaries, and may also consult external professional advisers in
executing their duties.
The number of meetings of the Board and its committees held and attendance thereat is set out in the
integrated annual report.
The Board is satisfied that it has fulfilled its responsibilities in accordance with the Board Charter during
the financial year.
tharisa plc 2023 integrated annual report 121
Principle
Summary of how Tharisa applies the King IV Principles
Governing structures and delegation continued
7. Composition of the
governing body
The governing body should comprise
an appropriate balance of knowledge,
skills, experience, diversity, and
independence for it to discharge its
governance role and responsibilities
objectively and effectively
Composition
The unitary Board, which leads and controls the Company, comprises three executive directors, being the
Executive Chairman, CEO, and CFO, and seven non-executive directors. Five of the seven non-executive
directors are independent of management. The Board is structured in such a way such that there is a
clear balance of authority, ensuring that no one director has unfettered powers.
Size and composition of the Board
The size of the Board is regulated by the Company’s Articles of Association and directors are appointed
through a formal process. The Nomination Committee assists with the process by identifying suitable
candidates for appointment as directors. Directors are required to be individuals of high calibre and
credibility with the necessary skills and experience to bring judgement independent of management, on
issues of strategy, performance, resources, diversity, standards of conduct, and evaluation of
performance.
The Nomination Committee also assesses the structure and composition of the Board on an ongoing
basis, considering the size of the Board and the knowledge, skills, experience, and demographics of the
directors to ensure it is appropriately diversified with regard to among others, gender, race, nationality,
skills, geographic and industry experience, age, personalities, and other characteristics of directors. Merit
and diversity are the core considerations in ensuring that the Board and its committees have an
appropriate blend of perspectives to discharge their duties effectively and competently, having regard to
the strategic direction of the Group. The Nomination Committee has adopted a Board-level diversification
policy without introducing a voluntary target. At present, the two female directors represent 20% of the
total number of directors and 29% of the non-executive directors.
As part of the assessment process, the Nomination Committee considers the relationship between the
executive and non-executive directors and makes recommendations to the Board. The Board believes that
there is an appropriate balance between executive and non-executive directors and is satisfied that the
current members of the Board collectively possess the skills, knowledge, and experience required to
effectively discharge the responsibilities of the Board to achieve the Group’s objectives, promote
shareholder interests, and to create value for stakeholders over the long term.
Independence
The Nomination Committee considers the independence of non-executive directors. Consideration is
given, among others, as to whether the individual non-executive directors are sufficiently independent of
the Company to effectively carry out their responsibilities as directors, whether they are independent in
judgement and character, and that there are no conflicts of interest in the form of contracts,
relationships, shareholding, remuneration, employment, or related-party disclosures that could affect
their independence.
Independent non-executive directors serving for more than nine years are subject to a rigorous annual
review by the Board to evaluate their continued independence. The Board assesses, among others, the
presence or absence of any interest, position, association, or relationship that could potentially influence
or cause bias in their decision-making process.
Periodic rotation and nomination for re-election
In accordance with the Company’s Articles of Association, one-third of non-executive directors must
retire from office at each AGM. Retiring directors are eligible for re-election. Executive directors are not
subject to retirement by rotation.
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The Nomination Committee reviews and assesses the composition of the Board on an annual basis prior
to recommending any individual director for election or re-election by shareholders at the AGM.
Board support for re-election is not automatic; directors seeking election or re-election are subject to a
performance appraisal. Upon recommendation by the Nomination Committee, the Board determines
whether it will endorse a director standing for election or re-election.
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KING IV™ APPLICATION CONTINUED
Principle
Summary of how Tharisa applies the King IV Principles
Governing structures and delegation continued
7. Composition of the
governing body continued
Succession planning
The Board, assisted by the Nomination Committee, is responsible for overseeing succession planning and
ensuring that appropriate strategies are in place to ensure the smooth continuation of roles and
responsibilities of members of the Board and senior management.
Induction and mentorship
Upon appointment, all new directors are provided with the necessary information to induct them into
their fiduciary duties and responsibilities. In this respect, the induction programme includes Articles of
Association, the Board Charter, committee terms of reference, information on directors’ and officers’
insurance, a guide to the JSE Listings Requirements, and a memorandum on dealings in securities, market
abuse, and insider trading. Periodic visits are arranged for new and existing non-executive directors to
improve their understanding of the Group’s operations.
All directors, new and existing, have access to the Company Secretaries for guidance as to how their
responsibilities should be discharged in the best interests of the Group.
It is the Executive Chairman’s role to mentor and enhance directors’ confidence, especially new or
inexperienced directors, and to encourage them to make an active contribution at meetings and to
undergo training if required.
Conflicts of interest
Disclosure of other directorships, personal financial interests, any other conflicts of interest, and those of
related persons, in any matter before the Board is a standing Board agenda item and a register is kept of
all such disclosures. Directors recuse themselves from discussing any matters in which they may have a
conflict of interest. Non-executive directors are required to inform the Board of any proposed new
directorships and the Board reserves the right to review such additional appointments to ensure that no
conflict of interest would arise and to ensure that a director accepting a new appointment would be able
to continue to fulfil his or her obligations as a member of the Board.
Lead Independent Director
The Lead Independent Director (’LID’) chairs the Nomination Committee and is a member of all other
Board committees. The LID facilitates meetings of the non-executive directors, acts as a sounding board
to the Executive Chairman and the CEO, and leads the non-executive directors in the appraisal of the
Executive Chairman and CEO. In addition, the LID provides leadership and advice to the Board when the
Executive Chairman has a conflict of interest, without detracting from the authority of the Executive
Chairman, and acts as an intermediary for the other Board members and shareholders with regard to
concerns that have not been resolved through the normal channels.
tharisa plc 2023 integrated annual report 123
Principle
Summary of how Tharisa applies the King IV Principles
Governing structures and delegation continued
8. Committees of the
governing body
The governing body should ensure that
its arrangements for delegation within
its own structures promote
independent judgement, and assist
with balance of power and the
effective discharge of its duties
9. Evaluation of performance
of the governing body
The governing body should ensure that
the evaluation of its own performance
and that of its committees, its chair
and its individual members, support
continued improvement in its
performance and effectiveness
The Board is assisted in fulfilling its duties by well-structured committees, namely the Audit Committee,
Risk Committee, Remuneration Committee, Nomination Committee, Safety, Health and Environment
Committee, Social and Ethics Committee, New Business Committee and Climate Change and
Sustainability Committee. These committees function according to the Board approved terms of
reference in executing their mandates for which the Board remains ultimately responsible. The terms of
reference of all committees are available on the Company’s website.
The committees are appropriately constituted and all committees are empowered to obtain such external
independent advice as may be required to enable them to discharge their duties. The majority of the
directors on the committees are non-executive and independent.
Details of the various Board committees, their composition, and role and responsibilities are set out in the
integrated annual report.
The Board and its committees conduct annual or biennial self-evaluations of the performance of the
Board, its committees, the Executive Chairman, CEO, CFO, Group Company Secretary and individual
directors. The results of the evaluations are reviewed and considered by the Nomination Committee, the
Board, and the respective committees. The LID, assisted by the Group Company Secretary, coordinates
the evaluation process. The Board is satisfied that the evaluation process assists in the improvement of
performance and effectiveness of the Board.
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KING IV™ APPLICATION CONTINUED
Principle
Summary of how Tharisa applies the King IV Principles
Governing structures and delegation continued
10. Appointment and
delegation to management
The governing body should ensure that
the appointment of, and delegation to,
management contribute to role clarity
and the effective exercise of authority
and responsibilities
CEO
The Board’s authority conferred on management is delegated through the CEO and the authority and
accountability of management are accordingly considered to be the authority and accountability of the
CEO. The CEO is the highest decision-making officer in the Group and is accountable to the Board for
successfully implementing the Group’s strategy and overall management of the Group.
In addition to the CEO’s responsibilities relating to the development and implementation of the Group
strategy, he is responsible for:
• recommending or appointing the executive members and ensuring proper succession planning and
performance appraisals
• ensuring that the assets of the Company are properly maintained and safeguarded and not
unnecessarily placed at risk
• setting the tone from the top in providing ethical leadership and creating an ethical environment and
not causing or permitting any decision or internal or external practice or activity by the Company that
may be contrary to commonly accepted business practice, good corporate governance or professional
ethics
• acting as the chief spokesperson of the Company.
The CEO is not a member of any Board committees other than the Risk and Climate Change and
Sustainability Committees, which comprise the whole Board, and the Social and Ethics Committee. He
attends the Audit, Remuneration, Nomination Committee, and Safety, Health and Environment
Committee meetings as an invitee, if required.
The non-executive directors monitor and evaluate the CEO in achieving the approved targets and
objectives and the results of such evaluation are considered by the Remuneration Committee to guide it
in its appraisal of the performance and remuneration of the CEO.
The Board and Nomination Committee oversee succession planning of the CEO and other senior
executives and officers.
The roles of the Executive Chairman and the CEO are not fulfilled by the same person and there is a clear
distinction between the roles and responsibilities of the Chairman and the CEO, as set out in the Board
Charter.
Subsidiary companies and delegation of authority
While boards of subsidiary companies function independently, the Company requires decision-making
involvement in a defined list of matters to ensure that material decisions are in the interest of the Group.
The Group has approved delegation of authorities matrices in place, which govern the delegation of
authority and value limits within the Group and ensure that all transactions are approved appropriately.
The Board is satisfied that the approved delegation of authorities matrices contributes to role clarity and
the effective exercise of responsibilities.
Company Secretaries
The role of the Company Secretaries is, inter alia, to provide guidance and advice to the Board with
respect to statutory, regulatory, and corporate governance-related matters. In addition to their statutory
duties, the Company Secretaries provide individual directors, the Board as a whole, and the various
committees with guidance as to the manner in which their responsibilities should be discharged in the
best interests of the Group.
The appointment and removal of the Company Secretaries are matters reserved for the Board as a whole.
The Board formally assesses and considers the performance and qualifications of the Company
Secretaries and is satisfied that the Company Secretaries are competent, suitably qualified, and
experienced, while maintaining an arm’s length relationship with the Board.
tharisa plc 2023 integrated annual report 125
Principle
Summary of how Tharisa applies the King IV Principles
Governance functional areas
11. Risk governance
The governing body should govern risk
in such a way that it supports the
organisation in setting and achieving
its strategic objectives
The Board has delegated responsibility to monitor risk activities of the Company to the Risk Committee
while remaining ultimately accountable. The Risk Committee comprises the full Board. The Board has
delegated the responsibility to design, implement, and monitor Tharisa’s risk management plan to the
senior management. The Board, through the Risk Committee, sets limits for the levels of risk tolerance
and appetite and the implementation and management of the risk management plan is monitored by the
Risk Committee. Management performs risk assessments continuously and provides regular feedback to
the Risk Committee and the Board.
A risk register is maintained by management and presented to the Risk Committee and the Board to
ensure continuous monitoring of the management of risk. The Risk Committee and the Audit Committee
provide assurance to the Board regarding the efficacy of the risk management process, after consultation
with the internal and external auditors, where applicable.
12. Technology and
information governance
The governing body should govern
technology and information in a way
that supports the organisation’s setting
and achieving its strategic objectives
The Board Charter commits the Board to assume ultimate responsibility for ensuring that effective IT
systems, internal control, auditing and compliance policies, and procedures and processes are
implemented in order to avoid or mitigate key IT-related business risks. The Board has delegated
responsibility for the governing of IT to the Audit Committee. Assurance on the IT systems and processes
is provided by the Group’s internal audit function and findings are reported to the Audit Committee,
which ensures that any and all material findings are addressed appropriately.
13. Compliance governance
The governing body should govern
compliance with applicable laws and
adopted, non-binding rules, codes, and
standards in a way that supports the
organisation being ethical and a good
corporate citizen
Tharisa is incorporated in the Republic of Cyprus and is therefore subject to the Cyprus Companies Law
CAP113. With a primary listing on the JSE under the general mining sector, Tharisa is subject to the
JSE Listings Requirements and the requirements of the South African Code of Corporate Practices and
Conduct laid out in King IV. Tharisa also has a secondary standard listing of its shares, through the
settlement of corresponding depositary interests, on the main market of the London Stock Exchange
(LSE) and is thus subject to the Listing Rules, Disclosure Guidance and Transparency Rules, the Prospectus
Regulation Rules, as well as the UK Market Abuse Regime as implemented through the EU Market Abuse
Regulation 596/2014 and as amended by the Market Abuse Exit Regulations 2019.
Compliance with financial reporting requirements and accounting standards falls within the ambit of the
Audit Committee.
The Group’s statutory and regulatory compliance resides with the Legal, Risk and Compliance Officer and
reports on compliance are presented to the Audit and Social and Ethics Committees.
In addition to the formal authorisation processes required for dealing in the Company’s shares, the Group
has various policies and procedures in place governing the declaration of interests, accepting and
granting of gifts, and approved delegation of authorities matrices, governing the delegation of authority
and value limits within the Group.
The Board is also of the opinion that the Company is compliant with the JSE Listings Requirements and
King IV in all material respects, other than having an Executive Chairman, which has been mitigated by
the appointment of a LID.
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KING IV™ APPLICATION CONTINUED
Principle
Summary of how Tharisa applies the King IV Principles
Governance functional areas continued
14. Remuneration governance
15. Assurance
The governing body should ensure that
assurance services and functions
enable an effective control
environment, and that these support
the integrity of information for internal
decision making and of the
organisation’s external reports
Remuneration policy
The Remuneration Committee ensures that the policies around the remuneration of directors and
executives are fair and effected responsibly. The remuneration policy applies to all employees who are
permanently employed and is not applicable to employees of third-party contractors. The non-executive
directors’ fees are determined by the Board.
The objective of the Group’s remuneration policy is to establish responsible, fair, and equitable reward,
which does not discriminate on the basis of race, gender, sex, pregnancy, marital status, family
responsibility, ethnic or social origin, colour, sexual orientation, age, disability, religion, HIV status,
conscience, belief, political opinion, culture, language, birth, or on any other arbitrary ground.
The Group’s remuneration policy reflects the dynamics of the market and the context in which the Group
operates. The policy plays a vital role in attracting, motivating, and retaining employees, management,
and directors with the necessary skills to effectively manage operations and grow the business, creating a
strong performance-orientated environment and aligning employees’ and shareholders’ interests. The
Group regularly seeks and uses remuneration survey services.
The Group aims to create and enforce a high-performance culture that motivates employees to achieve
more than just satisfactory performance levels by differentiating between excellent and mediocre
performance. By ensuring that employees are recognised and rewarded for their performance fairly and
equitably, the Group strives to remunerate employees equitably according to the value they contribute to
the Group.
Basic remuneration packages and benefits are set at a competitive level by benchmarking prevailing
market rates in the mining industry and are reviewed on an annual basis.
Guaranteed cost-to-company remuneration consists of a cash component including certain benefits.
Short-term and long-term incentives are geared to a number of performance factors in the business and
achievement of individual performance. The remuneration philosophy establishes accountability by
linking total reward to business objectives fairly and transparently in a bid to find a balance between
shareholder return requirements, affordability, and incentivisation.
Remuneration policy and remuneration implementation report
The Company provides full disclosure of remuneration of executive and non-executive directors, as well
as key management, as required by the JSE Listings Requirements and King IV.
The remuneration policy is published in the remuneration policy and remuneration implementation
report, which forms part of the integrated annual report, and is subject to separate non-binding advisory
votes by shareholders at the AGM.
In the event that either the remuneration policy or the remuneration implementation report is voted
against by 25% or more of the voting rights exercised by shareholders, the Board, through the
Remuneration Committee, will seek to engage further with shareholders.
The Audit Committee oversees the combined assurance framework and receives regular reports on
assurance matters from the external auditor, internal audit function, and executive management.
The Audit Committee oversees the internal audit function, including reviewing the effectiveness of
internal controls, approving the annual internal audit plans and fees, and recommending appointment of
the internal auditor/s.
The Audit Committee approves the non-audit services provided by the external auditors, recommends
approval of the audit fees, considers the effectiveness and independence of the external auditor, and
recommends the appointment/reappointment of the external auditor.
The Risk Committee and the Audit Committee provide assurance to the Board regarding the efficacy of
the risk management process, after consultation with the internal and external auditors, where
applicable.
tharisa plc 2023 integrated annual report 127
Principle
Summary of how Tharisa applies the King IV Principles
Stakeholder relationships
16. Stakeholder relationships
In the execution of its governance role
and responsibilities, the governing
body should adopt a stakeholder
inclusive approach that balances the
needs, interests and expectations of
material stakeholders in the best
interests of the organisation over time
The Board has delegated authority to management to proactively deal with stakeholder relationships.
Stakeholder perceptions are closely managed through engagement on multiple levels, which allows
management to manage and mitigate any potential issues, reducing the likelihood of reputational risk.
The Board and management are striving to achieve the appropriate balance between various stakeholder
groupings, in the best interests of the Company.
The Cyprus Companies Law and the JSE Listings Requirements contain appropriate protection of
shareholders and the Articles of Association do not remove such protection. Senior management, the
Group Company Secretary, and the investor relations team ensures that all shareholders are treated
equitably.
Senior management ensures that timely, relevant, and accurate information is provided to all stakeholders
to maintain their trust and confidence in the Group.
The CEO and CFO, supported by the investor relations function, interact with institutional investors on
the performance of the Group through presentations and scheduled meetings on a regular basis.
The Company also participates in selected international conferences and conducts roadshows
internationally.
A wide range of information and documents, including copies of presentations given to investors,
integrated annual reports, and notices of shareholder meetings, are made available on the Company’s
website www.tharisa.com on an ongoing basis. Shareholders are encouraged to visit the investors’
section of the website frequently to be kept informed of relevant shareholder information.
The Board encourages directors, shareholders, and relevant stakeholders to attend the AGM and other
shareholders’ meetings. The AGM is also attended by the chairmen of the Audit, Remuneration and
Social and Ethics committees and the designated partner responsible for the external audit.
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tharisa plc 2023 integrated annual report REMUNERATION REPORT
129
Statement from the Chairman of the
Remuneration Committee
The focus of the Remuneration Committee during the year has
been on ensuring that Tharisa’s remuneration policy and the
implementation of the policy remain in line with best practice, taking
account of the specifics of the business and provides an appropriate
compensation framework for our employees across the Group. For
the financial year beginning 1 October 2023, the committee
continued to apply the existing remuneration policy.
Non-binding advisory vote at the AGM
In terms of King IV recommendations, and the JSE Listings
Requirements, the Company’s remuneration policy and the
remuneration implementation report, must be tabled for two
separate non-binding advisory votes at every AGM. The purpose of
the non-binding advisory votes is to enable shareholders of the
Company to express their views on the Group’s remuneration policy,
and on its implementation.
At the AGM held on 22 February 2023, the resolutions to approve
the remuneration policy and the remuneration implementation report
were passed, with the resolution approving the remuneration policy
receiving 96.72% of the votes and the resolution approving the
remuneration implementation plan receiving 95.55% support. The
Remuneration Committee and the Board thank shareholders for this
strong level of support.
At the forthcoming AGM to be held on 21 February 2024,
shareholders will again be asked to approve the remuneration policy
and the remuneration implementation report by way of separate
resolutions. It is the recommendation of the Remuneration
Committee and the Board that the remuneration policy and the
remuneration implementation report be approved.
In the event that either the remuneration policy or the remuneration
implementation report is voted against by 25% or more of the voting
rights exercised by shareholders, the Board, through the
Remuneration Committee, will seek to engage further with
shareholders.
Remuneration Committee, its responsibilities
and areas of focus during the year under
review
All members of the committee are independent non-executive
directors. The committee comprises Carol Bell, Antonis Djakouris,
David Salter and Roger Davey. During the year under review, the
committee was chaired by Carol Bell.
The responsibilities and duties of the committee are governed by
terms of reference that are aligned with the recommendations of
King IV and incorporate best practice. The terms of reference are
available on the Company’s website.
While the committee establishes, maintains, reviews and governs the
Group’s remuneration policy, it focuses mainly on the remuneration
of executive directors, executives and senior management. The
committee considers the remuneration framework of the Executive
Chairman, CEO, CFO and other members of the executive
management of the Company and its subsidiaries, with reference to
international and local benchmarks.
The committee also considers the rules and performance
requirements for the Group-wide cash bonus scheme, allocations in
terms of the Group’s long-term incentive schemes, discretionary
bonuses and certain other employee benefits and schemes.
Both internal and external factors are taken into account in
determining the remuneration framework, to ensure ongoing
relevance and appropriateness in the context of the macroeconomic
climate and the Group’s business objectives, among others:
■
inflation
■ commodity prices
■
safety
■ bargaining unit negotiations and settlements in the industry
■ production
■ position on the cost curve
■ profitability and cash flows
■
■
skills availability and retention
individual productivity and key performance indicators.
During the year, the committee
■
reviewed various aspects of the Group’s remuneration policy,
structure, and performance-based remuneration schemes
■ considered the fixed total guaranteed packages and variable
short-term and long-term incentives of executive management
against market data of a comparator group comprising companies
with a similar profile to Tharisa from an investor’s point of view
and approved annual increases for all employment levels outside of
the bargaining unit
reviewed and approved targets for the cash bonus scheme
reviewed the KPIs of the Executive Chairman and the CEO.
■
■
The committee also considered and approved an interim relief
measure proposed by the executive team in light of the financial
pressure placed on employees due to fuel and food price inflation.
In terms of the interim relief measure, all employees on Patterson
Grades up to and including E5 were granted either a provident fund
payment holiday or additional bonuses paid for two months
depending on where the employees are located, the cost of the
contributions being covered by the employer companies.
During FY2020, the committee had engaged an independent
consulting firm, Korn Ferry, to assist with the design of a new
long-term incentive arrangement to support Tharisa’s strategic
objectives while also reflecting the expectations of leading
institutional investors. Shareholders approved the LTIP 2021 at
the AGM held on 10 February 2021.
Through FY2021 and FY2022, the committee had engaged with
Korn Ferry to assist the committee with the benchmarking of key
executive base salaries. Construction of a valid bespoke peer group
supported by the Korn Ferry’s Global Mining Survey Median. Given
that the Global Mining Industry comparator was available for all four
senior Group executives, the committee decided to use the median
level of base salary on this measure as its benchmark to ensure
comparability across the four positions. The committee believed that
it was appropriate that Group executives should be paid in line with
this median, given their performance.
During FY2021, the committee had deliberated extensively on the
performance criteria of the 2018 and 2019 awards in terms of the
Share Award Plan 2014, which had been based on the respective
budgets at the time of the awards, and had agreed to amend the
vesting conditions of these two awards to align them with the
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REMUNERATION REPORT CONTINUED
performance criteria of the 2020 awards, which were based on the
achievement of market guidance rather than the budget at the time
of the granting of the awards. These amended vesting conditions
were applied consistently to the vesting of the third tranche of the
2019 awards on 30 June 2022.
The third and final tranche of the 2020 Conditional Awards vested
on 30 June 2023. The original vesting period of the third tranche was
from 1 July 2022 to 30 June 2023. This measurement period was not
aligned to the financial year end of the Company. Following the
introduction of the new Long-term Incentive Plan 2021, in terms of
which the measurement periods are aligned to the financial year end
of the Company, the Remuneration Committee exercised its
discretion and aligned the vesting period of this third and final
tranche to the financial year end. The measurement period was
therefore changed to 1 July 2022 to 30 September 2022 rather than
30 June 2023, a period of three months. The allocation had
accordingly been pro-rated for the three-month period and the
performance metrics for this period had been adjusted on a time
pro-rated basis.
Members of the committee are entitled to seek independent
professional advice on any matter pertaining to the Company and
the Group, at the Company’s expense.
The committee met formally six times during the year under review.
Group remuneration policy
Objective and philosophy
The objective of the Group’s remuneration policy is to establish
responsible, fair and equitable reward, which does not discriminate
on the basis of race, gender, sexual orientation, pregnancy, marital
status, family responsibility, ethnic or social origin, colour, sexual
orientation, age, disability, religion, HIV status, conscience, belief,
political opinion, culture, language, birth or on any other arbitrary
ground.
The Group’s remuneration policy reflects the dynamics of the market
and the context in which the Group operates. The policy plays a vital
role in attracting, motivating and retaining high-calibre human
resources with the necessary skills to manage operations effectively
and grow the business, creating a strong performance-orientated
environment and aligning employee interests with those of the
Group’s stakeholders in order to achieve the Group’s strategic
objectives and to promote an ethical culture and responsible
citizenship among all Group companies and employees.
Furthermore, it aims to encourage and support a high performance
and safety conscious culture while remaining flexible and adaptable
to changes in the business and the market in which the Group
operates. The Group regularly refers to independent remuneration
surveys and benchmarks.
The remuneration policy applies to all employees who are
permanently employed and is not applicable to employees of
third-party contractors. The policy seeks to set out principles and
practices around the management of employee remuneration.
Executive and employee remuneration comprises fixed and variable
components, including:
■ a fixed basic annual package, including benefits
■ variable performance bonuses
■ ownership of shares through participation in a long-term incentive
scheme.
The Group aims to create and enforce a high-performance culture
that motivates employees to achieve more than just satisfactory levels
of performance by differentiating between excellent and mediocre
performance. By ensuring that employees are recognised and
rewarded for their performance in a fair, transparent and equitable
manner, the Group strives to remunerate employees equitably
according to the value they contribute to the Group.
The continual striving for, and achievement of, increased volumes
mined, improved plant recoveries and increased production in a safe
working environment, together with the retention of high calibre
employees, supported by low management turnover are indicators
that the policy is being achieved.
The dominant bargaining unit at the Group’s Tharisa Mine
operation is the National Union of Mineworkers (’NUM’). As at
30 September 2023, some 74% of employees eligible to belong to
a union were unionised with 26% not being members of any of
the bargaining units.
Executive directors
The remuneration of the executive directors is consistent with the
remuneration policy principles as set out above. Each director is
remunerated fairly and the remuneration paid to each director takes
into account the individual director’s level of responsibility, skills and
experience. All executive directors have employment contracts, are
remunerated in accordance with their function and position, and are
not remunerated for their roles as directors.
Executive directors are subject to the Group’s standard terms and
conditions of employment with notice periods being six months. In
line with the remuneration guidelines of King IV, no executives have
extended employment contracts or special termination benefits.
Should the Group elect to invoke the non-compete provisions of the
employment contracts on termination, payments linked to the
duration of the non-compete will be made.
Remuneration of key positions such as CEO and CFO is determined
by benchmarking to listed peer companies in the mining sector based
on Korn Ferry’s Global Mining Survey Median. The executive directors
are eligible to participate in the short-term cash bonus scheme and
long-term incentive arrangements, as set out below.
While ensuring that the total remuneration of executive management
remains fair and reasonable in the context of the achievement of the
Group’s strategic objectives, the Remuneration Committee is
committed to reviewing and monitoring the overall Group
remuneration and wage gap.
There is no minimum shareholding requirement for executive
directors and senior executive management.
Fixed remuneration
Guaranteed cost-to-company (fixed) remuneration packages and
benefits (guaranteed pay) are determined per job grade, set at a
competitive level by benchmarking prevailing market rates and are
reviewed on an annual basis. The mining industry is, however, a very
competitive market with a scarcity of appropriate skills and top-end
salary scales are often paid to attract and retain critical skills. While
the employee remuneration is set at a guaranteed cost-to-company
amount, South African based employees are required to participate in
the compulsory group provident fund, medical aid and risk benefits
with the costs thereof being deducted from the cost-to-company
amount. The risk benefits include life cover, disability, funeral and
tharisa plc 2023 integrated annual report 131
dread disease cover. Various other allowances are paid at certain job
levels or to certain job categories.
performance factor applicable to executive management, which is
dependent on:
Salaries are reviewed annually, taking into consideration the
economic environment, country inflation, overall business and
financial performance of the Group, affordability, market trends,
individual merit and scarcity of skills.
Variable remuneration
Short-term and long-term incentives are geared to a number of
performance factors in the business and achievement of individual
performance, and do not form part of guaranteed remuneration.
The remuneration philosophy establishes accountability by linking
total reward to business objectives and execution thereof, in a fair
and transparent manner in a bid to find a balance between
shareholder return requirements, affordability and incentivisation.
Actual participation in both short-term and long-term incentive
schemes remains subject to approval by the Remuneration
Committee.
Short-term cash bonus scheme
The Group has implemented a short-term cash bonus scheme for all
employees. The primary purpose of the cash bonus scheme is to
create a culture of zero tolerance concerning non-compliance with
safety requirements in supporting injury free, sustainable operations.
A further objective of the bonus scheme is to reward superior
performance, drive a culture of cost efficiency, and enhance
teamwork and productivity.
Throughout all employee grades, the cash bonus is calculated at
between 15% and 30% of the guaranteed annual remuneration
package for on-target performance.
These bonuses are not guaranteed, but are dependent on the
achievement of safety standards and are payable only upon the
achievement of production targets and personal performance
standards. The quantum of bonuses is calculated in terms of a
number of different bonus formulae, specific to an individual’s area
and grade of employment. The bonus formulae include a number of
factors, with varying weighting, including:
■
■
■
■
■
safety and fatality factors, which take into account the number of
LTIs and fatalities during the bonus period
the value-added factor applicable to employees, which is a
combined calculation of the performances of a number of
measures relating to the mining and processing plants compared
to budget, such as reef tonnes delivered to ROM pad, chrome feed
grade and PGM feed grade, tonnes milled, plant running time,
chrome recoveries, PGM recoveries with a different percentage
being allocated to threshold, on-target and exceptional
performance, and a zero percentage being applied for
unacceptable performance
the key performance indicator (’KPI’) factor, which is dependent on
the individual’s performance assessment for the applicable bonus
period
the profit factor for the applicable bonus period as determined by
the Remuneration Committee
the disciplinary factor, which is determined with reference to the
aggregate number of written warnings received by an individual as
a result of misconduct in terms of the Group’s policies and
procedures.
In addition to the fatality and safety factors, the bonus formula for
executive management (including executive directors) includes the
■
the executive’s KPI factor at 40%
■ Return on invested capital (‘ROIC’) at 30%
■ Vision 2025 strategy at 20%
■ ESG at 10%
The bonuses are payable bi-annually in arrears for executive
management (including executive directors), quarterly in arrears for
senior management, management and employees graded Patterson
Grade E2 and above, and monthly in arrears for employees of Grades
C5 and above.
For employees at the Tharisa Mine working in various mining
disciplines (drilling, blasting, loading and hauling, and engineering) a
bonus scheme is in operation which pays bonuses on a monthly basis
based on individualised targets and performance, rather than on
generic principles.
An employee will not be entitled to any bonus in the event that prior
to the payment date, the employee had been suspended pending a
disciplinary enquiry or had been given a final written warning in
terms of the employer company’s policies and procedure. If an
employee ceases to be employed before the payment date of the
cash bonus, the bonus will be forfeited.
However, if an employee’s employment with any employer company
terminates due to death, ill-health, injury or disability as established
to the satisfaction of the Remuneration Committee, retirement,
retrenchment, or such other reason provided for in the rules of the
cash bonus scheme, such employee will qualify for a pro rata bonus,
based on the number of days served in the relevant bonus period.
The Remuneration Committee reviews and approves bonus targets to
ensure that they are fair and transparent and that they support the
aim to achieve maximum shareholder return.
Long-term incentives: Share Award Plan 2014
To date, long-term incentives have been provided through the Share
Award Plan 2014, approved by shareholders in 2014.
Under the Share Award Plan 2014, the following awards were made:
■ Conditional Awards represent a specified number of shares in the
Company, contingent on the achievement of performance
conditions established by the Remuneration Committee. The
vesting dates for these awards were also established by the
Remuneration Committee and vesting takes place in three equal
tranches.
■ Appreciation Rights, which are rights to receive such number of
shares in the Company equal to the increase in the market price of
such shares on the JSE, between the date of grant and the date of
exercise of the award. The award may be exercised between the
vesting date as set by the Remuneration Committee and the fifth
anniversary of the date of grant. Vesting of Appreciation Rights is
contingent upon the achievement of performance conditions set
by the Remuneration Committee and vesting takes place in two
equal tranches.
Performance conditions have been attached to the vesting of the
Conditional Awards and Appreciation Rights awarded to various
employees at Paterson grade C5 and above, including:
■
the achievement of certain minimum safety standards to reinforce
the Tharisa Group’s emphasis on safety and the strive for a
zero-harm work environment, the vesting of all tranches of the
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REMUNERATION REPORT CONTINUED
Conditional Awards and Appreciation Rights awarded in terms of
the Share Award Plan 2014 being conditional upon there being no
fatality at the Tharisa Mine during the vesting period
■
■ continued employment in good standing at the date of vesting
the achievement of certain PGM and chrome concentrate
production metrics
the achievement of the individual key performance metrics set for
the individual participant
the achievement of certain financial metrics.
■
■
The number of awards and the performance conditions attached
thereto are determined by the Remuneration Committee at the date
of grant and included in the notice of the award. A summary of the
awards granted to the executive directors and the performance
conditions attached to the awards is included in the remuneration
implementation report.
The Share Award Plan 2014 makes provision for the partial vesting of
awards in the event of a participant ceasing to be in the employ of
the Group due to death, injury, disability, ill-health, redundancy or
retirement (classified as ‘good leavers’) and in the event of certain
corporate actions, including an offer to acquire the entire share
capital of the Company, a scheme of arrangement, restructuring and
voluntary winding up of the Company. Provided that the
performance and safety metrics are met, the vesting is pro-rated
based on the number of days served during the relevant vesting
period under these circumstances.
The Share Award Plan 2014 also makes provision for individual
participant and plan limits. On an individual basis, the aggregate
number of shares realisable by any individual participant may not
exceed 1 273 903 shares, being 0.5% of the ordinary issued share
capital at the date of approval of the Share Award Plan 2014. The
aggregate number of shares that can be issued to all participants, is
limited to 12 739 032 shares, being 5% of the ordinary issued share
capital at the date of approval of the Share Award Plan 2014. Vested
awards may, at the election of the Remuneration Committee, be
either share settled or cash settled as provided in the rules of the
Share Award Plan 2014. To date, the preferred approach has been to
issue treasury shares to settle vested awards.
Following the vesting in June 2023, all of the awards granted under
the Share Award Plan 2014 have now vested.
Long-term incentives: LTIP 2021
The LTIP 2021 replaces the Share Award Plan 2014 following
shareholder approval at the AGM on 10 February 2021.
Under the LTIP 2021, the following awards may be made:
■ Performance Share Awards represent a right to acquire a specified
number of shares in the Company, contingent on the achievement
of performance conditions established by the committee. The
vesting dates for these awards are also established by the
committee and will be at least three years from the date of grant.
■ Restricted Stock Awards represent a right to acquire a specified
number of shares in the Company conditional on the achievement
of performance conditions. The vesting dates for these awards are
established by the committee.
Performance Share Awards are granted to executive directors and
other senior executives. Restricted Stock Awards are granted to
selected other employees at the discretion of the committee typically
with a Patterson Grade E2 and above.
The number of awards and the performance conditions attached
thereto will be determined by the committee at the date of grant and
included in the notice of the award. In terms of the LTIP 2021 rules,
the committee may also determine at the date of grant, that the
award, or part of the award, will be settled in cash, and not through
the issue of shares.
The committee sets targets for the Performance Share Awards which
are challenging but achievable and which are consistent with
Tharisa’s long-term strategic goals. These include targets linked to
PGM and chrome concentrate production as well as strategic
measures, always subject to a profitability criteria, all of which are
critical to the successful implementation of Group strategy over the
longer-term. Awards will also be reduced in the event of a fatality at
the Tharisa Mine during the vesting period. A summary of the
measures applied to the first awards made in December 2021 and
the second awards made in January 2023 are set out on pages 134
to 135.
Notwithstanding the extent to which any performance targets are
satisfied, the committee also has the ability under the rules of the
plan to reduce the level of vesting to ensure that the ultimate level of
vesting is reflective of the underlying business performance of the
Group or wider circumstances.
Dividends are payable on all vested shares.
The LTIP 2021 provides for a post-vesting holding period to be
applied to awards at the discretion of the committee. Such a holding
period only applies to Performance Share Awards granted to
executive management and requires these participants to hold any
shares which vest at the end of the three-year vesting period for a
further two years (subject to any sales which are required to settle
any tax liabilities due at the point of vesting).
The LTIP 2021 also makes provision for the partial vesting of awards
in the event of a participant ceasing to be in the employ of the
Group due to death, injury, disability, ill-health, redundancy,
retirement and in the event of certain corporate actions, including an
offer to acquire the entire share capital of the Company, a scheme of
arrangement and voluntary winding up of the Company. In these
circumstances, and subject to the achievement of the relevant
performance conditions, awards will vest and will be subject to a
reduction based on the period between the award date and the date
of leaving.
The LTIP 2021 includes recovery and withholding provisions which
permit the committee to require individuals to repay amounts in the
event of the occurrence of certain specific circumstances, including a
material misstatement of financial results, an error or miscalculation
in the calculation of awards, fraud or gross misconduct having been
committed by the relevant individual, or actions by the relevant
individual which lead to corporate failure or material reputational
damage having been suffered by the Company.
The LTIP 2021 also makes provision for individual participant and plan
limits. On an individual basis, the aggregate number of Performance
Share Awards and/or Restricted Stock Awards which may be held by
any individual participant may not exceed 2 750 000 shares, being
1.0% of the ordinary issued share capital at the date of approval of
the Long-term Incentive Plan. The aggregate number of shares that
can be issued to all participants is limited to 13 750 000 shares,
being 5% of the ordinary issued share capital at the date of approval
tharisa plc 2023 integrated annual report 133
Long-term incentives
Awards of long-term incentives have to date been granted under the
Share Award Plan 2014 and the LTIP 2021. Details of the
performance conditions attaching to awards granted under these
two plans are set out below.
Share Award Plan 2014
2014, 2015 and 2016 awards
All tranches of the 2014, 2015 and 2016 Conditional Awards and
Appreciation Rights have vested. Appreciation Rights are scheduled
to lapse five years from the date of the award and all Appreciation
Rights granted in 2014, 2015 and 2016 have either been exercised or
lapsed and these awards are now closed.
2017 award
All tranches of the Conditional Awards and Appreciation Rights
granted in 2017 have vested. All unexercised Appreciation Rights
granted in 2017 lapsed on 30 June 2022 and this award is now
closed.
2018 award
All tranches of the 2018 Conditional Awards and Appreciation Rights
have vested. Unexercised Appreciation Rights granted in 2018 lapsed
on 30 June 2023 and this award is now closed.
2019 award
The sixth award under the Share Award Plan 2014 was made on
30 June 2019, comprising both Conditional Awards and Appreciation
Rights. The vesting of these awards is subject to:
■
■
there being no fatality at the Tharisa Mine during the vesting
period. In the event of a fatality occurring during a particular
vesting period, the vesting for that tranche is forfeited
subject to there being no fatality during a vesting period, the
vesting of each tranche is subject to the following conditions, as
determined on the date of the awards:
− 33.33% of the vesting is conditional upon the participant’s
continued employment in good standing
− 16.67% of the vesting is conditional on the achievement of
market guidance for PGM production publicly disclosed and
referenced to the commencement of the respective financial
reporting period
− 16.67% of the vesting is conditional on the achievement of
market guidance for chrome concentrate production publicly
disclosed and referenced to the commencement of the
respective financial reporting period
− 33.33% of the vesting is conditional on the achievement of
certain financial metrics (measured against budgeted EBITDA
(adjusted for actual commodity selling prices and US$:ZAR
exchange rates) of Tharisa Minerals for employees in Patterson
band E1 and lower, and measured against budgeted EBITDA of
the Tharisa Group for executive directors, Group executive
management and employees in Patterson band E2 and higher),
being
− 33.33% of which vests in the event that the budgeted
(adjusted) EBITDA is achieved or exceeded
− 16.67% of which vests in the event that between 95% and
100% of the budgeted (adjusted) EBITDA is achieved and
− 33.33% of which is forfeited in the event that the EBITDA
was below 95% of the budgeted, adjusted EBITDA.
G
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N
A
N
C
E
of the Long-term Incentive Plan. Vested awards may, at the election
of the committee, be either share settled or cash settled as provided
in the rules of the LTIP 2021. No award shall be granted under the
LTIP 2021 more than 10 years after the adoption date.
Remuneration of non-executive directors
Appointment of non-executive directors is governed by the
Company’s Articles of Association and the terms of appointment are
set out in a formal letter of appointment. The initial term of
appointment is three years and appointment can be extended
thereafter. Continuation of appointment is conditional upon
satisfactory performance, retirement by rotation and re-election at
AGMs as required by the Articles of Association.
Appointment as a non-executive director may be terminated at any
time by the Company in accordance with the Articles of Association
and Cypriot Companies Law, or upon resignation. Upon termination
of the appointment or resignation as a director for any reason,
non-executive directors are not entitled to any damages for loss of
office and no fee is payable in respect of any unexpired portion of
the term.
Non-executive directors are entitled to receive fees for their time,
responsibilities and services as non-executive directors. An annual fee
is paid to all directors and additional fees are paid based on
membership and chairmanship of Board committees. Non-executive
directors’ fees are determined by the Board and are payable quarterly
in arrears. Non-executive directors are not entitled to bonuses or to
participate in the Group’s short-term and long-term incentives. The
office of a non-executive director is not pensionable.
The Board has agreed to maintain the non-executive directors’ fees
for the 2023 financial year unchanged, as follows:
US$
FY2023
FY2022
Annual fee
Committee chairman
Committee member
42 500
25 000
18 000
42 500
25 000
18 000
Remuneration implementation report
This remuneration implementation report explains the application of
the remuneration policy for the 2023 financial year and sets out the
remuneration received by the directors in respect of the year. The
Group remuneration policy was complied with during the year under
review.
Fixed remuneration
The majority of the employees of the Group are based in South Africa
and the guaranteed remuneration is paid in ZAR. Employees at
Patterson Grade C5 and above received a cost of living factor
adjustment with effect from 1 October 2022 of 4.5%. The executive
directors receive a US$ denominated guaranteed remuneration,
which was also adjusted by 4.5% with effect from 1 October 2022.
A cost of living adjustment of 4.5% for all non-bargaining unit
employees, including executive directors, was approved by the
Remuneration Committee from 1 October 2022.
Short-term incentives
The committee reviewed the performance during the financial year
and it was agreed that the executive management had met the
criteria of the short-term cash bonus scheme.
tharisa plc 2023 integrated annual report 134
REMUNERATION REPORT CONTINUED
These performance conditions for the performance period, being
1 July to 30 June for each vesting period, are measured at each
vesting date and applied to the tranche which was eligible for vesting
at that date.
In respect of the 2021 vesting, the committee had considered the
excellent production results achieved by the Group, despite
interruptions, and management’s outstanding response to the
COVID-19 pandemic by keeping operations running and employees
safe, and had exercised its discretion to approve the full vesting of
the second tranche of the 2019 awards on 30 June 2021. It had
further agreed to realign the performance conditions relating to PGM
and chrome concentrate production to the market guidance publicly
disclosed and referenced to the commencement of the respective
financial reporting period applicable to the vesting period going
forward. The principles on which the committee had based this
decision had been detailed in the 2021 integrated annual report.
Based on the above vesting conditions, the third and final tranche of
the 2019 award vested at 67.7% (the budgeted EBITDA not having
been achieved) on 30 June 2022.
All tranches of the 2019 award have now vested.
Unexercised Appreciation Rights granted in 2019 were due to lapse
on 30 June 2024. Due to the volatility in the global equity and
commodity markets, the Remuneration Committee has agreed to
extend the date on which the 2018 Appreciation Rights are due to
lapse, from 30 June 2024 to 30 June 2025.
2020 award
The seventh and final awards under the Share Award Plan 2014 were
made on 30 June 2020, comprising Conditional Awards only. The
vesting of these awards is subject to:
■
■
there being no fatality at the Tharisa Mine during the vesting
period; in the event of a fatality occurring during a particular
vesting period, the vesting for that tranche is forfeited
the vesting of each tranche is subject to the participant’s continued
employment in good standing during the vesting period
■ vesting is also subject to the following conditions, as determined
on the date of the awards:
− 40% of the vesting is conditional upon the achievement of
market guidance for PGM production publicly disclosed and
referenced to the commencement of the respective financial
reporting period
− 40% of the vesting is conditional on the achievement of market
guidance for chrome concentrate production publicly disclosed
and referenced to the commencement of the respective financial
reporting period, adjusted to exclude the production from the
Vulcan Plant
− 20% of the vesting is conditional on the achievement of specific
targets linked to the construction of, and production from, the
Vulcan Plant. These targets are currently considered
commercially confidential but the current intention is to disclose
them retrospectively at the end of the vesting period for the
final tranche of the awards.
These performance conditions for the performance period, being
1 July to 30 June for each vesting period, are measured at each
vesting date and applied to the tranche which was eligible for vesting
at that date.
The third and final tranche of the 2020 Conditional Awards vested
on 30 June 2023. While the original vesting period of the third
tranche was from 1 July 2022 to 30 June 2023, this measurement
period was not aligned to the financial year end of the Company and
resulted in an overlap with the 2021 LTIP award in terms of the new
scheme. Accordingly, the Remuneration Committee exercised its
discretion and aligned the vesting period of this third and final
tranche to the financial year end. The measurement period was
therefore changed to 1 July 2022 to 30 September 2022, resulting
in a measurement period of three months. The allocation had
accordingly been pro-rated for the three-month period and the
performance metrics for this period had been adjusted on a time
pro-rated basis.
Based on the above vesting conditions, the pro-rated third tranche of
the 2020 Awards vested at 80% (the Vulcan Plant construction and
production metrics not having been achieved) on 30 June 2023.
LTIP 2021
2021 award
The first awards under the LTIP 2021 were made on 8 December
2021, comprising Performance Share Awards granted to executive
directors and senior executives and Restricted Stock Awards granted
to other employees as determined by the Remuneration Committee,
typically with a Patterson Grade E2 and above. These awards will vest
on the third anniversary of the grant, being 8 December 2024. The
three-year vesting period is divided into three annual measurement
periods, the result of each being aggregated at the end of the vesting
period to determine the final vesting percentage. The award, on
vesting, may at the election of Tharisa be either share settled or cash
settled as provided in the rules of the plan. The vesting of this award
on 8 December 2024 is subject to continued employment in good
standing (as determined by the Remuneration Committee)
throughout the vesting period and the following performance
targets:
■ 33.33% vesting based on PGM production measured against
market guidance
− first interim measurement based on performance against
guidance for FY2022 (one-third of the total 33.33%)
− second interim measurement based on performance against
guidance for FY2023 (one-third of the total 33.33%)
− third and final measurement based on performance against
guidance for FY2024 (one-third of the total 33.33%)
For the financial reporting period ending 30 September 2023, the
minimum PGM production guidance is 157.5 koz.
■ 33.33% vesting based on chrome production measured against
market guidance
− first interim measurement based on performance against
guidance for FY2022 (one-third of the total 33.33%)
− second interim measurement based on performance against
guidance for FY2023 (one-third of the total 33.33%)
− third and final measurement based on performance against
guidance for FY2024 (one-third of the total 33.33%)
For the financial reporting period ending 30 September 2023, the
minimum chrome concentrate production guidance is 1.57 Mt.
tharisa plc 2023 integrated annual report 135
■ 20% vesting based on chrome concentrate production measured
against market guidance
− first interim measurement based on performance against
guidance for FY2023 (one-third of the total 20%)
− second interim measurement based on performance against
guidance for FY2024 (one-third of the total 20%)
− third and final measurement based on performance against
guidance for FY2025 (one-third of the total 20%
For the financial reporting period ending 30 September 2023, the
minimum chrome concentrate production guidance is 1.57 Mt.
■ 20% vesting based on achievement of the Karo Platinum Project
deliverables
− first interim measurement against the board approved timeline
and budget (one-third of the total 20%)
− second interim measurement against the board approved
timeline and budget (one-third of the total 20%)
− third and final measurement against the board approved
timeline and budget (one-third of the total 20%)
■ 20% vesting based on the three -year rolling average ROIC
exceeding the three-year rolling WACC
− first interim measurement (one-third of the total 20%)
− second interim measurement (one-third of the total 20%)
− third and final measurement (one-third of the total 20%)
■ 10% vesting based on performance against the environmental
plan to reduce carbon emissions by 30% by FY2030
− first interim measurement (one-third of the total 10%)
− second interim measurement (one-third of the total 10%)
− third and final measurement (one-third of the total 10%)
■ 10% vesting based on achievement of Vision 2025
− first interim measurement (one-third of the total 10%)
− second interim measurement (one-third of the total 10%)
− third and final measurement (one-third of the total 10%)
For the avoidance of doubt, if any performance condition is not met
in any annual measurement period and consequentially is forfeited
(either wholly or partially) as a result of failure to achieve the
performance condition, but the performance condition is achieved in
subsequent measurement periods, and subject to continued
employment, the awards will vest for that period as provided.
The Performance Share Awards granted to executive directors and
senior management on 16 January 2023 may be subject to a post
vesting holding period of two years, as finally determined by the
Remuneration Committee. Participants will be advised in writing of
any such holding period prior to the completion of the first vesting
period.
G
O
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E
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N
A
N
C
E
■
33.34% vesting based on strategic measures – all three interim
measurement periods based on an equal allocation to:
− ROIC exceeding the weighted average cost of capital (’WACC’)
of the Group
− performance against the ESG plan and
− tracking on achievement of Vision 2025.
The award will be reduced in each annual measurement period by
one-third for each fatality during that measurement period.
For the avoidance of doubt, if any performance condition is not met
in any annual measurement period and consequentially is forfeited
(either wholly or partially) as a result of failure to achieve the
performance condition, but the performance condition is achieved in
subsequent measurement periods, and subject to continued
employment, the awards will vest for that period as provided.
The Performance Share Awards granted to executive directors and
senior management on 8 December 2021 are subject to a post-
vesting holding period of two years.
At the first measurement date for the 2021 Award, being
8 December 2022, the first annual measurement period allocation
was calculated by reference to PGM and chrome production as well
as certain strategic measures including performance against the
ESG plan, Vision 2025 and financial return criteria, and resulted in
an allocation of 66.67% of the share award in respect of the first
year (being one-third of the total award). These shares do not vest
with the employee until the vesting date of 8 December 2024 and
the employee is required to be an employee in good standing at
this date.
2022 award
The second awards under the LTIP 2021 were made on
16 January 2023, comprising Performance Share Awards granted to
executive directors and senior executives and Restricted Stock Awards
granted to other employees as determined by the Remuneration
Committee, typically with a Patterson Grade E2 and above.
These awards will vest on the third anniversary of the grant, being
16 January 2026. The three-year vesting period is divided into three
annual measurement periods, the result of each being aggregated
at the end of the vesting period to determine the final vesting
percentage. The award, on vesting, may at the election of Tharisa be
either share settled or cash settled as provided in the rules of the
plan. The vesting of this award on 16 January 2026 is subject to
continued employment in good standing (as determined by the
Remuneration Committee) throughout the vesting period and the
following performance targets:
■ 20% vesting based on PGM production measured against market
guidance
− first interim measurement based on performance against
guidance for FY2023 (one-third of the total 20%)
− second interim measurement based on performance against
guidance for FY2024 (one-third of the total 20%)
− third and final measurement based on performance against
guidance for FY2025 (one-third of the total 20%
For the financial reporting period ending 30 September 2023, the
minimum PGM production guidance is 157.5 koz.
tharisa plc 2023 integrated annual report 136
REMUNERATION REPORT CONTINUED
Executive directors’ and other key management remuneration
Fixed remuneration
Variable remuneration
US$’000
L Pouroulis
P Pouroulis
M Jones
Other key management
Basic
salary
Expense
allowance
Provident fund
contributions
and risk
benefits
Share-based
payments
Bonus
paid
772
555
432
1 738
–
7
–
17
–
44
29
66
230
211
165
187
157
129
97
406
Non-executive directors’ fees for the year under review
US$’000
JD Salter
A Djakouris
OM Kamal
C Bell
RO Davey
ZL Hong
SWM Lo
Annual
fee
Audit
Committee
New
Business
Committee
Remuneration
Committee
SHE
Committee
Other in
Group
companies
43
43
43
43
43
43
43
18
25
18
18
–
–
–
18
–
–
18
25
–
–
18
18
–
25
18
–
–
25
18
–
18
18
–
–
41
–
–
–
–
–
–
Total
2023
1 160
946
723
2 414
Total
2023
163
104
61
122
104
43
43
Total
2022
1 202
1 015
726
2 900
Total
2022
169
104
61
122
104
43
43
Notes to committee fees
i. The Risk Committee and Climate Change and Sustainability Committee comprise all members of the Board and do not carry a fee.
ii. The Social and Ethics Committee does not carry a fee.
iii. The Nomination Committee does not carry a fee.
Other disclosures
No payments were made in relation to loss of office during FY2023 nor were any payments made to any former directors.
Executive directors’ interests in the Share Award Plan 2014
Conditional Awards
Market
value at
date of
award
ZAR Allocated
Value at
the date
of award
ZAR
Opening
balance of
unvested
Director and offer date
L Pouroulis
30 June 2020
Total
P Pouroulis
30 June 2020
Total
M Jones
30 June 2020
Total
192 808
192 808
211 888
211 888
115 268
115 268
13.27
13.27
13.27
–
–
–
–
–
–
–
–
–
–
–
–
As at 30 September 2023
Vesting
price
ZAR
Forfeited
Total
unvested
Market
value of
unvested
awards#
US$’000
18.50
154 246
154 246
18.50
169 510
18.50
169 510
92 214
92 214
–
–
–
–
–
–
–
–
–
–
–
–
Vested
38 562
38 562
42 378
42 378
23 054
23 054
tharisa plc 2023 integrated annual report 137
Executive directors’ interests in the Long-term Incentive Plan 2021
Performance Share Awards
As at 30 September 2023
Market
value at
date of
award
ZAR Allocated
Value at
the date
of award
ZAR
Opening
balance of
unvested
Vesting
price
ZAR
Vested
Forfeited
Total
unvested
Market
value of
unvested
awards#
US$’000
667 902
21.53
–
667 902
686 150
21.53
–
686 150
–
808 473
808 473
886 354
886 354
397 556
21.53
–
–
397 556
483 377
483 377
–
20.10
20.10
–
20.10
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
74 204
–
593 698
808 473
543
740
74 204
1 402 171
1 283
76 231
609 919
–
886 354
558
811
76 231
1 496 273
1 369
41 081
356 475
–
483 377
41 081
839 852
326
442
768
Director and offer date
L Pouroulis
8 December 2021
16 January 2023
Total
P Pouroulis
8 December 2021
16 January 2023
Total
M Jones
8 December 2021
16 January 2023
Total
# Market value based on closing share price of ZAR17.30 and ZAR/US$ exchange rate of ZAR18.91 at 30 September 2023.
Appreciation Rights
Market
value at
date of
award
ZAR Allocated
Value
at date
of award
ZAR
Unvested
balance
As at 30 September 2023
Total
vested
but not
Vested Exercised
exercised Forfeited
Lapsed
Total
unvested
17.96
20.08
17.96
20.08
17.96
20.08
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
110 054
–
–
217 015
110 054
217 015
99 826
–
–
239 706
99 826
239 706
80 612
–
–
130 773
80 612
130 773
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
G
O
V
E
R
N
A
N
C
E
Director and
offer date
L Pouroulis
30 June 2018
30 June 2019
Total
P Pouroulis
30 June 2018
30 June 2019
Total
M Jones
30 June 2018
30 June 2019
Total
GOVERNANCEtharisa plc 2023 integrated annual report
138
DIRECTORS’ REPORT
The Board of Directors of Tharisa plc (’the Company’) presents to the
members its report, together with the condensed consolidated
financial statements of the Company and its subsidiaries (together
with the Company, ’the Group’) for the year ended
30 September 2023.
The Company is a Cypriot-incorporated public company with a
primary listing on the Johannesburg Stock Exchange under the
general mining sector and a secondary, standard listing of its shares,
through the settlement of corresponding depositary interests, on the
main market of the London Stock Exchange.
Principal activity
The Company’s principal activity is that of an investment holding
company with controlling interests in PGMs and chrome mining,
processing operations and associated sales and logistics operations.
The principal activity of the Group is the exploitation of metals and
minerals, principally PGMs and chrome, and associated sales and
logistics operations. Its major investment is its wholly owned
subsidiary, Tharisa Minerals, which owns and operates the Tharisa
Mine, an open pit PGM and chrome mine located in the Bushveld
Complex of South Africa. In addition, the Company has a 75%
shareholding in Karo Mining Holdings plc, which has an indirect 85%
interest in a development stage, low-cost, open pit PGM asset
located on the Great Dyke in Zimbabwe.
Operational review
Tharisa is an integrated resource group critical to economies’ energy
transition and decarbonisation. It incorporates mining, processing,
exploration, and the beneficiation, marketing, sales, and logistics of
PGMs and chrome concentrates, using innovation and technology as
enablers. Its multi-operational business has been transformed from a
single pit mine to a portfolio of assets complementing the business
and operating in metals that are vital for the future sustainability of
this planet.
Financial results
The results of the Group are disclosed in the condensed consolidated
statement of profit or loss and other comprehensive income on
page 145 of this report.
Dividends
The Group’s policy is to pay a minimum of 15% of its consolidated
net profit after tax as a dividend.
A dividend of US 4.0 cents per share was proposed by the Board on
1 December 2022, approved by shareholders on 22 February 2023,
and paid on 15 March 2023.
The following dividends were declared in respect of the year ended
30 September 2023:
■ The Board declared an interim ordinary dividend of US 3.0 cents
per share on 19 May 2023 and was paid on 21 June 2023.
■ A final ordinary dividend of US 2.0 cents per share was proposed
by the Board on 12 December 2023 and is subject to shareholder
approval at the AGM.
The total dividend for FY2023 is therefore US 5.0 cents per share,
equating to 17.3% of consolidated net profit after tax (2022:
US 7.0 cents per share).
Share capital and treasury shares
The Company’s authorised share capital comprises 10 000 million
ordinary shares of US$0.001 each and 1 051 convertible redeemable
preference shares of US$1 each.
No new ordinary shares were issued during the financial year under
review.
During the financial year, the Company transferred 273 329 ordinary
shares from its treasury shares account to satisfy the vesting of the
Conditional Awards and exercise of Appreciation Rights by the
participants of the Share Award Plan.
Following these transactions, 300 019 694 shares had voting rights
and 2 577 049 were held in treasury at 30 September 2023. At
30 September 2023, the issued and fully paid ordinary share
comprised 302 596 743 ordinary shares.
Main risks
The main financial risks faced by the Group are disclosed in page 14
of the consolidated annual financial statements, which are available
on the Company’s website, www.tharisa.com.
Future developments
Karo Platinum Project
Tharisa’s development pipeline has been focused on developing the
Karo Platinum Project.
The mining lease area for the Karo Platinum Project covers an area of
23 903 ha. It is located within the Great Dyke in the Mashonaland
West District of Zimbabwe, approximately 80 km southwest of
Harare and 35 km southeast of Chegutu.
The Great Dyke is a PGM-bearing geological feature that runs north
to south. At approximately 550 km in length and up to 11 km wide,
it is second to the Bushveld Complex of South Africa in terms of its
PGM resource base. The project is in the southern portion of the
middle chamber of the Great Dyke and is supported by good
infrastructure, including road and power access in the project area.
On 31 March 2022, Tharisa exercised its farm-in option and acquired
a controlling interest in Karo Mining. Following the acquisition,
Tharisa increased its stake in Karo Mining to 75%, with the Leto
Settlement holding 25%.
The Republic of Zimbabwe has a 15% stake on a free carry basis at
the Karo Platinum level, held via Generation Minerals.
The increased shareholding in the Karo Platinum Project aligns with
Tharisa’s growth strategy. It is a natural evolution for Tharisa as it
fulfils its strategy of becoming an integrated diversified developer of
new critical metal assets. It also meets the Company’s strict capital
allocation policy, ensuring all three aspects of capital are met, namely
continuous investment, growth capital and shareholder returns.
The Karo Platinum Project meets all of the strategic investment
criteria for Tharisa, being open pit, quick to market, providing returns
in line with Tharisa’s stated strategy while providing diversification for
the Group.
The PGM price environment necessitated a review of the
commissioning timeline of the Karo Platinum Project. In light of
ongoing market conditions, the project team continues to review the
commissioning timeline. To this end, the project team has divided
major workstreams into smaller commitments to ensure continued
tharisa plc 2023 integrated annual report 139
Events after the reporting period
Events after the reporting period are disclosed in page 93 of the
consolidated financial statements, which are available on the
Company’s website.
Independent auditor
Ernst & Young Cyprus Limited, with Stavros Pantzaris being the
designated registered auditor, was appointed as the independent
external auditor of the Company and of the Group on
22 February 2023.
On behalf of the Board
Phoevos Pouroulis
Cyprus
12 December 2023
Michael Jones
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development aligned with market conditions and funding availability.
Manufacturing of key long-lead items is nearing completion. The
project team will review workstreams to accelerate the project
implementation when the PGM market becomes more favourable.
Pilot mining is continuing as planned to optimise mine design.
Branches
During the year, a subsidiary of the Company, Redox One Limited
established a branch in Germany.
Members of the Board of Directors
The members of the Board as at 30 September 2023 and at the date
of this report are:
■ Loucas Christos Pouroulis (Executive Chairman)
■ Phoevos Pouroulis (CEO)
■ Michael Gifford Jones (CFO)
■ Carol Bell (Lead Independent Director)
■ David Salter (Independent non-executive director)
■ Antonios Djakouris (Independent non-executive director)
■ Omar Marwan Kamal (Independent non-executive director)
■ Roger Owen Davey (Independent non-executive director)
■ Zhong Liang Hong (Non-executive director)
■ Shelley Wai Man Lo (Non-executive director)
Zhong Liang Hong has resigned as director with effect
30 September 2023 and Hao Chen has been appointed in his stead
with effect from 1 October 2023.
There has been no change in the allocation of responsibilities of the
Board of Directors of the Company between 30 September 2023 and
the date of approval of the consolidated and Company financial
statements.
Group Company Secretary
Sanet Findlay serves as the Group Company Secretary and Lysandros
Lysandrides as the Assistant Company Secretary.
The Board formally assessed and considered the performance and
qualifications of the Company Secretaries and is satisfied that they
are competent, suitably qualified, and experienced. They are not
directors of the Company, nor are they related or connected to any
of the directors, and the Board is satisfied that they maintain an arm’s
length relationship with the Board. Their contact details are as
follows:
Sanet Findlay
2nd Floor, The Crossing
372 Main Road
Bryanston, 2191
South Africa
Lysandros Lysandrides
31 Evagoras Avenue
6th Floor Evagoras House
1066, Nicosia
Cyprus
tharisa plc 2023 integrated annual report 140
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is pleased to present its report for the 2023 financial year.
Composition
All members of the committee are independent non-executive
directors. The committee is chaired by Antonios Djakouris and other
members of the committee are David Salter, Omar Kamal and Carol
Bell. The Board is satisfied that the members of the committee have
the appropriate mix of qualifications and experience in order for the
committee to fulfil its responsibilities appropriately.
The Group independent external auditors, Group Head of Internal
Audit, Chief Finance Officer and Chief Executive Officer attend
committee meetings by invitation. As with all other committees, all
directors are encouraged to attend Audit Committee meetings by
invitation according to the King IV recommendations. The committee
also meets with the external auditors and the Group Head of Internal
Audit without any executive directors being present, if required.
The committee met formally four times during the year under review
and discharged its responsibilities in terms of the approved terms of
reference, which are available on the Company’s website.
Role
The committee is accountable to the Board and shareholders. It
provides the Board with additional assurance regarding the quality
and reliability of the financial statements of the Group and financial
information used by the Board. It, however, does not relieve
members of the Board of their fiduciary duties and responsibilities
and Board members must exercise due care and judgement to
comply with their legal obligations. The committee has unrestricted
access to all Company and Group information and may seek
information from any employee. The committee may also consult
external professional advisers in executing its duties.
The chairman of the committee reports to the Board after each
meeting of the committee and the minutes of meetings of the
committee are provided to the Board.
Activities of the committee during the year
Annual financial statements and integrated annual report
The committee reviewed and monitored the integrity of financial
reports, including the interim financial statements and annual
financial statements, and assessed the financial reporting process,
procedures and controls, which it found to be effective. It reviewed
the accounting policies and procedures adopted by the Group and
ensured that financial statements were prepared based on appropriate
accounting policies and in accordance with IFRS, IFRS as adopted by
the EU, the Cyprus Companies Law and the JSE Listings Requirements.
It also evaluated significant judgements by management, material
factors and risks that could impact the consolidated financial
statements and the completeness of the financial and sustainability
disclosures.
With the assistance of the Tharisa subsidiaries’ Audit Review
Committee, the committee considered all entities included in the
consolidated Group IFRS financial statements, to ensure it has access to
all the financial information of the Company and the Group. The
chairman of the Tharisa subsidiaries’ Audit Review Committee reports
on its meetings to the committee and minutes of the meetings of the
Tharisa subsidiaries’ Audit Review Committee are circulated to the
committee.
The committee also assessed and confirmed the appropriateness of
the going concern assumption used in the annual financial
statements, taking into account among others, commodity prices,
funding facilities and management’s budgets and forecasts.
The committee reviewed the integrated annual report, reporting
process and governance and financial information included in the
integrated annual report for accuracy and recommended to the
Board that the annual financial statements and the financial
information included in the integrated annual report be approved.
External audit
During the year under review, the committee considered and
approved the terms of engagement, scope of the external audit and
audit fees.
It reviewed audit findings and management’s response thereto and
monitored and encouraged cooperation between the external
auditor and the Group’s internal audit function. It considered the
nature and extent of the non-audit services that the external auditor
may have provided. All non-audit services provided by the external
auditor are preapproved on the basis that the provision of these
services does not affect the independence of the external auditor.
During the year, EY provided only tax compliance services as
non-audit services. None of the non-audit services were provided on
a contingent fee basis.
The committee also discussed with the external auditor their opinion
of the level of ethical conduct of the Group, its executives and senior
managers and held separate meetings with management and the
external auditor. The external auditor’s right to direct access to the
chairman of the Audit Committee and the Lead Independent
Director was reiterated.
In addition, the committee evaluated the independence,
effectiveness, expertise and performance of the external auditor. As
part of this process, the committee considered and assessed the
Partner Accreditation Pack provided by EY Cyprus in compliance with
section 22 of the JSE Listings Requirements, which comprised the
following documents:
• The most recent firm-wide control procedures review report for EY
Cyprus as a firm (’European Standards/ISQC1 inspection’), issued
by the Cyprus Public Audit Oversight Board (’CyPAOB’)
• The most recent Association of Chartered Certified Accountants
(’ACCA’) and Institute of Certified Public Accountants of Cyprus
(’ICPAC’) inspection report of EY Cyprus as a firm (’ISQC1
inspection’) which also includes the engagement review inspection
• A summary of the outcome of the engagement partner’s latest
internal quality review
• A copy of the EY Cyprus 2022 Transparency Report which contains
the ISQC1 information as specified by the JSE
• The results of the Audit Quality Review Programme, together with
the most recent independent regulatory inspection visits, combined
with other ongoing monitoring procedures, which provide EY
Cyprus with a basis to conclude that its internal quality control
systems are designed appropriately and are operating effectively,
and that no systemic deficiencies have been identified
• A summary of legal and disciplinary proceedings against EY
Cyprus, which were concluded within the past seven years (none).
• The latest proof of registration of EY Cyprus as a JSE-accredited
audit firm.
EY Cyprus having served as external auditors for six years and the
designated registered auditor, Stavros Pantzaris, having notified the
Company that he was resigning as Executive Chairman of EY Cyprus
and as audit partner on the Tharisa account on 31 December 2023,
the Board agreed to propose the rotation of EY Cyprus and the
appointment of BDO Limited incorporated in Cyprus, as external
auditors from the conclusion of the next AGM.
tharisa plc 2023 integrated annual report 141
BDO Limited incorporated in Cyprus was appointed as the external
auditors of the Karo Group with effect FY2022 and the Board is of
the opinion that consolidation of the external auditors across the
Tharisa Group would streamline the audit process going forward.
that the significant risks facing the Group were being appropriately
addressed. To this end, the Audit Committee examined and
encouraged the cooperation between the internal audit function and
the external auditors.
Internal control, risk management and information
technology
The committee is responsible for reviewing the effectiveness and
adequacy of internal controls, including financial controls, risk
management systems and information technology risks relating to
financial reporting. It is also responsible for considering the significant
findings of any internal investigations into control weaknesses, fraud
or misconduct and management’s response thereto. During FY2023,
the internal audit function conducted an assessment of the design
adequacy of the key internal financial controls of the Group. The
primary objective of the review was to assist management to
strengthen the internal financial control environment if required and
to give the Chief Executive Officer and the Chief Finance Officer a
level of assurance with regard to making the required statement
regarding the adequacy and effectiveness of internal financial
controls as required in terms of section 3.84(k) of the JSE Listings
Requirements. This workstream also provided additional assurance to
management and the Audit and Risk Committees regarding the
adequacy and effectiveness of the controls in place to manage and
monitor the financial reporting and its supporting processes.
The Board has delegated responsibility for IT governance to the
committee. The Group’s internal audit function and external
consultants provide assurance on the IT systems and processes for
more specialised work, and findings are reported to the committee.
This ensures that any and all material findings are addressed
appropriately. The committee receives quarterly reports prepared by
the Head of IT and monitors the adequacy and effectiveness of the
Group’s information technology controls and risks. The Head of IT
attends meetings of the Audit Committee by invitation to provide
further information or clarification if required by the committee.
Having considered, analysed, reviewed and debated information
provided by management, the Group’s internal audit function and
external auditor, the committee considered that the internal controls
of the Group were adequate and effective in all material aspects
throughout the year under review.
Internal audit
During the year under review, the committee reviewed the
effectiveness and adequacy of the internal control systems and
reviewed and considered reports from the Group’s internal audit
function. It monitored the status of implementation of
recommendations on identified control weaknesses by management
and obtained the internal audit function’s opinion of the level of
ethical conduct of the Group, its executives and senior managers.
The committee also considered and approved the internal audit plan
for FY2024.
It reviewed significant findings, management comments thereon and
action plans. The committee discussed with the Group Head of
Internal Audit the internal audit function’s experiences and views on
the level of access to required information and resources, and any
difficulties encountered relating to their internal audit work, such as
restrictions in the identification of risk areas and/or the scope of
internal control workstreams and reiterated their right to direct
access to the chairman of the Audit Committee and the Lead
Independent Director.
Combined assurance
The committee considered the combined assurance received from
management and the internal and external auditors and is satisfied
Chief Finance Officer and finance function
The committee reviewed the performance, qualifications and
expertise of Michael Jones, the Chief Finance Officer, and is satisfied
with his suitability to act as Chief Finance Officer of the Company
and the Group. It also confirmed that the finance department as a
whole was adequately resourced and experienced to execute the
Group’s finance function.
JSE proactive monitoring process
The JSE implemented a proactive review and monitoring process in
2010. In terms of this process, the financial statements of every listed
company will be selected for review at least once every five years.
The JSE has partnered with the Department of Accountancy at the
University of Johannesburg (’UJ’) whose academic employees assist
with the initial review process. The process involves the JSE
identifying the companies to be reviewed during a particular calendar
year and providing the names of these companies and the
appropriate financial information to the UJ team. The JSE and UJ
have jointly developed a framework under which each review is to be
conducted. The reviewed reports are then considered by the JSE, who
then engages with the listed company.
During the year under review, the committee considered the JSE’s
report on the proactive monitoring of financial statements for 2022,
which outlined issues identified by the JSE during its normal proactive
monitoring of listed companies’ financial statements for compliance
with IFRS. The committee ensured that appropriate action has been
taken with regard to these findings in preparing the Group annual
financial statements.
Budget
The committee reviewed and recommended the FY2024 budget for
approval by the Board.
Dividend
The committee reviewed and recommended the interim and final
dividend proposals for approval by the Board.
Other
During the year under review, the committee confirmed the
adequacy of the Group’s whistleblowing arrangements, policies, and
procedures for preventing corrupt behaviour and detecting fraud and
bribery. Reports on investigations undertaken with regard to
whistleblower reports received via the safety and ethics hotline and
other sources are shared with the Audit Committee.
The chairman of the Audit Committee reported to the Board after
each meeting of the Audit Committee.
On recommendation of the Audit Committee, the Board approved
the following:
• the annual financial statements for the year ended
30 September 2023
• the integrated annual report for the year ended
30 September 2023; and
• the notice of the AGM to be held on 1 February 2024.
For more information on the composition and responsibilities of the
Audit Committee, please refer to page 110.
A Djakouris
Chairman of the Audit Committee
12 December 2023
G
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A
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C
E
tharisa plc 2023 integrated annual report 142
Koketso Madisha – Apprentice Fittertharisa plc 2023 integrated annual report 143
FINANCIAL REVIEW
144 Condensed consolidated financial statements
150 Notes to the financial statements
SHAREHOLDER INFORMATION
178 Investor relations report
180 Notice of annual general meeting
189 Form of proxy
191 Glossary
200 Corporate information
D
I
S
C
O
V
E
R
D
I
V
E
R
SIFY DEVELOP
R
E
L I V
D E
tharisa plc 2023 integrated annual report
144
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated financial statements for the year ended 30 September 2023 have been extracted from the audited financial statements
of the Group, but have not been audited. The auditor’s report on the audited financial statements does not report on all of the information
contained herein. Shareholders are therefore advised that in order to obtain a full understanding of the financial position and results of the Group,
these condensed consolidated financial statements should be read together with the full audited financial statements and full audit report.
These condensed consolidated financial statements and the audited financial statements, together with the audit report, are available on the
Company’s website, www.tharisa.com, and are available for inspection at the registered address of the Company.
The directors take full responsibility for the preparation of this report and the correct extraction of the financial information from the underlying
financial statements.
The directors of the Company are responsible for the maintenance of adequate accounting records and the preparation of the financial statements
and related information in a manner that fairly presents the state of affairs of the Company. These financial statements are prepared in accordance
with International Financial Reporting Standards and incorporate full and responsible disclosure in line with the accounting policies of the Group,
which are supported by prudent judgement.
The directors are also responsible for the maintenance of effective systems of internal control, which are based on established organisational
structure and procedures. These systems are designed to provide reasonable assurance as to the reliability of the financial statements, and to
prevent and detect material misstatement and loss.
Ernst & Young Cyprus Limited has expressed an unmodified audit opinion in the Independent Auditor’s Report dated 12 December 2023 on the
audited consolidated financial statements. That report also includes the communication of key audit matters and is available on the Company’s
website: www.tharisa.com.
The preparation of these condensed results was supervised by the Chief Finance Officer, Michael Jones, a Chartered Accountant (SA).
The condensed consolidated financial statements have been prepared on a going concern basis, as the directors believe that the Group will continue
to be in operation in the foreseeable future. The consolidated annual financial statements have been approved by the Board on 12 December 2023.
The directors, whose names are stated below, hereby confirm that:
■ The condensed consolidated financial statements, fairly present in all material respects the financial position, financial performance and cash
flows of Tharisa plc and subsidiaries and of Tharisa plc company in terms of IFRS;
■ To the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the condensed consolidated
■
financial statements false or misleading;
Internal financial controls have been put in place to ensure that material information relating to Tharisa plc and its consolidated subsidiaries have
been provided to effectively prepare the condensed consolidated financial statements;
■ The internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled our
role and function as executive directors with primary responsibility for implementation and execution of controls;
■ Where we are not satisfied, we have disclosed to the audit committee and the auditors any deficiencies in design and operational effectiveness of
the internal financial controls, and have remediated the deficiencies/taken steps to remedy the deficiencies; and
■ We are not aware of any fraud involving directors.
Phoevos Pouroulis
Cyprus
12 December 2023
Michael Jones
tharisa plc 2023 integrated annual report CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
145
for the year ended 30 September 2023
Revenue
Cost of sales
Gross profit
Other income
Net foreign exchange (loss)/gain
Other operating expenses
Results from operating activities
Finance income
Finance costs
Changes in fair value of financial assets at fair value through profit or loss
Changes in fair value of financial liabilities at fair value through profit or loss
Gain on acquisition of subsidiary
Share of loss of investment accounted for using the equity method
Profit before tax
Tax
Profit for the year
Other comprehensive loss
Items that may be classified subsequently to profit or loss:
Foreign currency translation differences for foreign operations, net of tax
Other comprehensive loss, net of tax
Total comprehensive income for the year
Profit for the year attributable to:
Owners of the Company
Non–controlling interest
Total comprehensive income for the year attributable to:
Owners of the Company
Non–controlling interest
Earnings per share
Basic earnings per share (US cents)
Diluted earnings per share (US cents)
The notes are an integral part of these condensed consolidated financial statements.
Notes
5
6
7
20
20
8
9
9
2023
US$’000
649 893
(496 562)
153 331
2 372
(3 590)
(57 422)
94 691
4 772
(7 101)
5 151
16 827
–
–
114 340
(27 564)
86 776
(12 831)
(12 831)
73 945
82 235
4 541
86 776
69 404
4 541
73 945
27.4
27.2
2022
US$’000
685 996
(440 336)
245 660
720
2 049
(63 880)
184 549
1 376
(4 758)
(5 627)
1 521
48 391
(5 229)
220 223
(53 067)
167 156
(69 749)
(69 749)
97 407
153 881
13 275
167 156
87 942
9 465
97 407
53.8
53.8
FINANCIAL REVIEWtharisa plc 2023 integrated annual report CONDENSED CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
146
as at 30 September 2023
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Financial and other assets
Deferred tax assets
Total non-current assets
Current assets
Inventories
Trade and other receivables
Contract assets
Financial and other assets
Current taxation
Cash and cash equivalents
Total current assets
Total assets
EQUITY AND LIABILITIES
Share capital and premium
Other reserve
Foreign currency translation reserve
Retained earnings
Equity attributable to owners of the Company
Non-controlling interests
Total equity
Non-current liabilities
Provisions
Borrowings
Other financial liabilities
Deferred tax liabilities
Total non-current liabilities
Current liabilities
Provisions*
Borrowings
Other financial liabilities
Current taxation
Trade and other payables*
Contract liabilities
Total current liabilities
Total liabilities
Total equity and liabilities
Notes
2023
US$’000
2022
US$’000
10
11
12
13
11
14
15
16
17
18
16
17
18
19
609 694
1 555
19 834
1 709
632 792
90 080
103 741
1 876
2 404
1 851
255 300
455 252
1 088 044
346 293
47 245
(205 350)
427 686
615 874
59 302
675 176
19 335
76 385
11
110 045
205 776
47 715
63 271
–
766
93 464
1 876
207 092
412 868
1 088 044
569 580
940
6 019
1 174
577 713
73 240
149 669
2 078
19
7 302
143 300
375 608
953 321
345 897
47 245
(192 519)
358 403
559 026
61 355
620 381
12 376
23 048
16 779
112 341
164 544
50 444
39 836
526
2 056
73 456
2 078
168 396
332 940
953 321
* The provision raised for the ongoing mining royalty dispute at 30 September 2022 of US$50.4 million was presented as part of the trade and other payables line item.
This provision has correctly been reclassified from the trade and other payables line item and presented as a provision at 30 September 2023. The prior year reclassification
had no impact on any reported totals presented on the statement of financial position nor any impact on the earnings of the Group.
The condensed consolidated financial statements were authorised for issue by the Board of Directors on 12 December 2023.
Phoevos Pouroulis
Director
Michael Jones
Director
The notes are an integral part of these condensed consolidated financial statements.
tharisa plc 2023 integrated annual report CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
147
for the year ended 30 September 2023
Attributable to owners of the Company
Share
capital
US$’000
Share
premium
US$’000
Other
reserve
US$’000
Notes
Foreign
currency
translation
reserve
US$’000
Retained
earnings
US$’000
Total
US$’000
Non-
controlling
interest
US$’000
Total
equity
US$’000
Balance at 1 October 2022
300
345 597
47 245
(192 519)
358 403
559 026
61 355
620 381
Total comprehensive
income for the year
Profit for the year
Other comprehensive loss
Foreign currency translation
differences
Total comprehensive
(loss)/income for the year
Transactions with owners
of the Company
Contributions by and
distributions to owners
Dividends paid
Issue of ordinary shares
Increase in shareholding of
subsidiaries – Karo Mining
Holdings plc
Equity-settled share-based
payments
Contributions by and
distributions to owners of
the Company
Total transactions with
owners of the Company
Balance at
30 September 2023
25
15
15
–
–
–
–
–
–
–
–
–
–
–
–
–
396
–
–
396
396
–
–
–
–
–
–
–
–
–
–
82 235
82 235
4 541
86 776
(12 831)
–
(12 831)
–
(12 831)
(12 831)
82 235
69 404
4 541
73 945
–
–
–
–
–
–
(20 990)
–
(20 990)
396
–
–
(20 990)
396
6 594
6 594
(6 594)
–
1 444
1 444
–
1 444
(12 952)
(12 556)
(6 594)
(19 150)
(12 952)
(12 556)
(6 594)
(19 150)
300
345 993
47 245
(205 350)
427 686
615 874
59 302
675 176
Companies, which do not distribute 70% of their profits after tax, as defined by the relevant tax law in Cyprus, within two years after the end of
the relevant tax year, will be deemed to have distributed this amount as dividend on the 31 December of the second year. The amount of the
deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year for the year the profits relate.
The Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of
17% when the entitled shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, from 2019 General
Healthcare System contribution at a rate of 1,7% – 2,65%, when the entitled shareholders are natural persons tax residents of Cyprus, regardless
of their domicile.
The notes are an integral part of these condensed consolidated financial statements.
FINANCIAL REVIEWtharisa plc 2023 integrated annual report CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY CONTINUED
148
for the year ended 30 September 2023
Attributable to owners of the Company
Share
capital
US$’000
Share
premium
US$’000
Other
reserve
US$’000
Notes
Foreign
currency
translation
reserve
US$’000
Retained
earnings
US$’000
Total
US$’000
Non-
controlling
interest
US$’000
Total
equity
US$’000
Balance at 1 October 2021
271
289 547
47 245
(91 848)
199 217
444 432
6 842
451 274
Total comprehensive
income for the year
Profit for the year
Other comprehensive loss
Foreign currency translation
differences
Total comprehensive
(loss)/income for the year
Transactions with owners
of the Company
Contributions by and
distributions to owners
Dividends paid
Issue of ordinary shares
Acquisition of non-
controlling interest – Tharisa
Minerals (Pty) Ltd
Increase in shareholding of
subsidiaries – Karo Mining
Holdings plc
Acquired through business
combination
Shares issued by subsidiary to
non-controlling shareholders
Equity-settled share-based
payments
Contributions by and
distributions to owners of
the Company
Total transactions with
owners of the Company
Balance at
30 September 2022
25
15
15
–
–
–
–
–
–
–
29
–
56 050
–
–
–
–
–
–
–
–
–
–
29
29
56 050
56 050
–
–
–
–
–
–
–
–
–
–
–
–
–
153 881
153 881
13 275
167 156
(65 939)
–
(65 939)
(3 810)
(69 749)
(65 939)
153 881
87 942
9 465
97 407
–
–
(23 106)
–
(23 106)
56 079
(164)
–
(23 270)
56 079
(34 732)
25 578
(9 154)
(16 473)
(25 627)
–
–
–
–
4 509
4 509
(4 509)
–
–
–
–
–
66 181
66 181
13
13
(1 676)
(1 676)
–
(1 676)
(34 732)
5 305
26 652
45 048
71 700
(34 732)
5 305
26 652
45 048
71 700
300
345 597
47 245
(192 519)
358 403
559 026
61 355
620 381
The notes are an integral part of these condensed consolidated financial statements.
tharisa plc 2023 integrated annual report CONDENSED CONSOLIDATED STATEMENT OF
CASH FLOWS
for the year ended 30 September 2023
149
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation of property, plant and equipment and amortisation of intangible assets
(Profit)/loss on disposal of property, plant and equipment
Share of loss of investment accounted for using the equity method
Impairment of goodwill
Net realisable value (write down reversal)/write down of inventory
Impairment of property, plant and equipment
Write off of property, plant and equipment
Expected credit loss allowance (reversal)/raised
Equity-settled share-based payments
Changes in fair value of financial assets at fair value through profit or loss
Changes in fair value of financial liabilities at fair value through profit or loss
Gain on acquisition of subsidiary
Net foreign exchange loss/(gain)
Interest income
Interest expense
Tax
Changes in:
Inventories
Trade and other receivables and contract assets
Trade and other payables and contract liabilities*
Provisions*
Cash generated from operations
Income tax paid
Tax refunds received
Net cash flows generated from operating activities
Cash flows from investing activities
Interest received
Additions to property, plant and equipment
Additions to intangible assets
Cash inflow from business combination
Proceeds from disposal of property, plant and equipment
Additions to investments accounted for using the equity method
Increase in restricted cash
Refunds from other assets
Net cash flows used in investing activities
Cash flows from financing activities
Net (repayment of)/proceeds from bank credit facilities
Advances received
Repayment of borrowings
Principal lease payments
Dividends paid
Interest paid
Net cash flows generated from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at the end of the year
Notes
2023
US$’000
2022
US$’000
86 776
167 156
10
10
12
10
10
13
20
20
8
10
10
11
11
17
17
17
17
25
14
39 241
(19)
–
–
(243)
–
3 454
(114)
1 999
(5 151)
(16 827)
–
3 590
(4 772)
7 101
27 564
142 599
(18 820)
39 583
744
6 923
171 029
(29 985)
7 225
148 269
4 340
(69 884)
(649)
–
129
–
(14 268)
–
(80 332)
(23 799)
180 082
(77 422)
(2 500)
(20 990)
(6 357)
49 014
116 951
143 300
(4 951)
255 300
38 796
1 482
5 229
1 852
3 562
8 366
1 328
47
1 709
5 627
(1 521)
(48 391)
(2 049)
(1 376)
4 758
53 067
239 642
(28 172)
(30 126)
12 953
20 576
214 873
(41 197)
–
173 676
1 327
(105 014)
–
4 984
1 727
(4 965)
–
316
(101 625)
22 026
20 942
(14 406)
(3 793)
(23 270)
(4 017)
(2 518)
69 533
83 436
(9 669)
143 300
* The movement in the disputed mining royalty provision for the year ended 30 September 2022 of US$28.2 million was previously presented as part of the movement in trade
and other payables and contract liabilities. The movement has correctly been reclassified from the movement in trade and other payables and contract liabilities line item and
presented as part of the movement in provisions during the year ended 30 September 2023. The prior year reclassification had no impact on any reported totals presented on
the statement of cash flows nor had any impact on the earnings of the Group.
The notes are an integral part of these condensed consolidated financial statements.
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
150
for the year ended 30 September 2023
1.
REPORTING ENTITY
Tharisa plc (‘the Company’) is a company domiciled in Cyprus. These condensed consolidated financial statements of the Company for the
year ended 30 September 2023 comprise the Company and its subsidiaries (together referred to as ‘the Group’). The principal activity of the
Group is the exploitation of metals and minerals, principally platinum group metals (‘PGMs’) and chrome, the associated sales and logistics
operations thereof as well as the development of a PGM mining project. The Company is listed on the main board of the Johannesburg
Stock Exchange and has a secondary standard listing on the main board of the London Stock Exchange and a secondary listing on the
A2X Exchange in South Africa.
2.1. BASIS OF PREPARATION
Statement of compliance
These condensed consolidated financial statements have been prepared in accordance with the Listings Requirements of the Johannesburg
Stock Exchange and, as a minimum, contain the information required by International Accounting Standards 34 Interim Financial Reporting.
Selected explanatory notes are included to explain events and transactions that are significant to obtain an understanding of the changes
in the financial position and performance of the Group since the last consolidated financial statements as at and for the year ended
30 September 2022. These condensed consolidated financial statements do not include all the information required for full consolidated
financial statements prepared in accordance with International Financial Reporting Standards (‘IFRS’). The condensed consolidated financial
statements should be read in conjunction with the consolidated financial statements for the year ended 30 September 2023, which have
been prepared in accordance with IFRS.
Statutory consolidated financial statements of the Company were additionally prepared in accordance with IFRS as adopted by the EU and
the requirements of the Cyprus Companies Law, Cap. 113. These have been approved and issued on the same date and there are no
differences in the two sets of consolidated financial statements.
These condensed consolidated financial statements were approved by the Board of Directors on 12 December 2023.
Basis of measurement
The condensed consolidated financial statements are prepared on the historical cost basis except as otherwise stated in the accounting
policies set out below.
Functional and presentation currency
The condensed consolidated financial statements are presented in United States Dollars (‘US$’) which is the Company’s functional currency
and presentation currency. Amounts are rounded to the nearest thousand.
The following US$: ZAR exchange rates were used in preparing the condensed consolidated financial statements:
■ Closing rate: ZAR18.91 (2022: ZAR18.07)
■ Average rate: ZAR18.18 (2022: ZAR15.82)
Going concern
These condensed consolidated financial statements have been prepared on a going concern basis.
2.2.
2.3.
Accounting policies
The accounting policies adopted in the preparation of the condensed consolidated financial statements are consistent with those applied in
the preparation of the Group’s consolidated financial statements for the year ended 30 September 2023.
STANDARDS AND INTERPRETATIONS ADOPTED IN THE CURRENT YEAR
The Group has adopted the following new and/or revised standards and interpretations which became effective for the year ended
30 September 2022:
■ Annual Improvements to IFRS Standards 2018-2020
■ Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37
■ Reference to the Conceptual Framework – Amendments to IFRS 3
The adoption of these amendments had no impact on the Group’s results for the year ended 30 September 2023. The adoption of all other
standards, amendments or interpretations had no impact on the results for the year ended 30 September 2023.
STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE
The new standards, interpretations and amendments to standards listed below are not effective and have not been early adopted, but will
be adopted once these new standards, interpretations and amendments become effective. The Group notes the new standards,
amendments and interpretations which have been issued but not yet effective and does not plan to early adopt any of the standards,
amendments and interpretations. There are no other standards that are not yet effective and that would be expected to have a material
impact on the Group in the current or future reporting periods.
■ Classification of Liabilities as Current or Non-current and non-current liabilities with covenants – Amendments to IAS 1
■
International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12
■ Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
■ Definition of Accounting Estimate – Amendments to IAS 8
■ Disclosure of Accounting Policies – Amendments to IAS 1
tharisa plc 2023 integrated annual report 151
3.
USE OF JUDGEMENTS AND ESTIMATES
Preparing the condensed consolidated financial statements requires management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may
differ from these estimates.
In preparing these condensed consolidated financial statements, significant judgements made by management in applying the Group’s
accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements
at and for the year ended 30 September 2023. The condensed consolidated financial statements should be read in conjunction with the
consolidated financial statements for the year ended 30 September 2023 which contain detail of significant judgements and estimates.
4.
OPERATING SEGMENTS
For management purposes, the chief operating decision maker of the Group, being the executive directors of the Company and the
executive directors of the subsidiaries, reports its results per segment. The Group currently has the following four segments:
PGM segment
Chrome segment
Agency and trading segment
Manufacturing segment
The operating results of each segment are monitored separately by the chief operating decision maker in order to assist them in making
decisions regarding resource allocation as well as enabling them to evaluate performance. Segment performance is evaluated on a PGM
ounce production and sales basis and a chrome concentrate tonnes production and sales basis. The agency and trading segment
performance is evaluated on third-party chrome concentrate tonnes production and sales basis. Third-party logistics, third-party trading and
third party chrome operations are evaluated individually but aggregated together as the agency and trading segment. For the
manufacturing segment, performance is evaluated on sales and gross profit basis.
The Group’s administrative costs, financing (including finance income and finance costs) and income taxes are managed on a group basis
and are not allocated to a segment.
Due to the integrated nature of the Group’s PGM and chrome concentrate production processes, assets are reported on a consolidated
basis and cannot necessarily be allocated to a specific segment. Consequently, assets are not disclosed per segment in the following
segmental information.
2023
Revenue
Cost of sales
Manufacturing costs
Selling costs
Freight services
Gross profit
2022
Revenue
Cost of sales
Manufacturing costs
Selling costs
Freight services
Gross profit
PGM
US$’000
Chrome
US$’000
Agency and
trading
US$’000
Manufacturing
US$’000
Total
US$’000
198 498
389 972
55 961
5 462
649 893
(153 267)
(550)
–
(153 817)
44 681
(176 903)
(78 713)
(32 133)
(287 749)
102 223
PGM
US$’000
Chrome
US$’000
(37 275)
(9 002)
(4 347)
(50 624)
5 337
Agency and
trading
US$’000
(4 372)
–
–
(4 372)
1 090
(371 817)
(88 265)
(36 480)
(496 562)
153 331
Manufacturing
US$’000
Total
US$’000
346 781
295 178
40 526
3 511
685 996
(193 362)
(785)
–
(194 147)
152 634
(90 799)
(69 490)
(45 475)
(205 764)
89 414
(21 190)
(9 238)
(6 768)
(37 196)
3 330
(3 229)
–
–
(3 229)
282
(308 580)
(79 513)
(52 243)
(440 336)
245 660
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
152
for the year ended 30 September 2023
4.
OPERATING SEGMENTS continued
The shared costs relating to the manufacturing of PGM and chrome concentrates are allocated to the relevant operating segments based on
the relative sales value per product on an ex-works basis. During the year ended 30 September 2023, the relative sales value of chrome
concentrates increased compared to the relative sales value of PGM concentrate compared to the comparative year and consequently the
allocation basis of shared costs was revised to 45.0% for PGM concentrate and 55.0% for chrome concentrates. The allocation basis of
shared costs was 70.0% (PGM concentrates) and 30.0% (chrome concentrate) for the year ended 30 September 2022.
Cost of sales includes a charge for the write off of property, plant and equipment totalling US$3.2 million (2022: US$1.3 million) which
mainly relates to mining equipment. The write off has been allocated to the PGM and chrome segments in accordance with the allocation
basis of shared costs as described in the preceding paragraph. Refer to the consolidated statement of profit or loss for a reconciliation
between the gross profit and net profit after tax.
Geographical information
The following table sets out information about the geographical location of:
(i) the Group’s revenue from external customers and
(ii) the Group’s property, plant and equipment, intangible assets and investment accounted for using the equity method (‘specified non
current assets’).
The geographical location analysis of revenue from external customers is based on the country of establishment of each customer. The
geographical location of the specified non current assets is based on the physical location of the asset in the case of property, plant and
equipment and intellectual property and the location of the operation to which they are allocated in the case of goodwill.
(i) Revenue from external customers
2023
South Africa
China
Singapore
Hong Kong
Australia
United Arab Emirates
Japan
Other countries
2022
South Africa
China
Singapore
Hong Kong
Australia
Japan
Other countries
PGM
US$’000
Chrome
US$’000
Agency and
trading
US$’000
Manufacturing
US$’000
Total
US$’000
198 498
–
–
–
–
–
–
–
198 498
346 781
–
–
–
–
–
–
346 781
47 365
170 659
133 103
17 313
5 381
16 029
122
–
389 972
47 276
96 388
79 779
59 536
3 358
8 748
93
295 178
3 686
52 275
–
–
–
–
–
–
55 961
4 040
24 554
5 485
1 433
–
4 846
168
40 526
5 081
–
–
–
–
–
–
381
5 462
2 703
–
–
–
–
–
808
3 511
254 630
222 934
133 103
17 313
5 381
16 029
122
381
649 893
400 800
120 942
85 264
60 969
3 358
13 594
1 069
685 996
tharisa plc 2023 integrated annual report 153
4.
OPERATING SEGMENTS continued
Revenue represents the sales value of goods supplied to customers, net of value added tax. The following table summarises sales to
customers with whom transactions have individually exceeded 5.0% (2022: 5.0%) of the Group’s revenues.
Customer 1
Customer 2
Customer 3
Customer 4
Customer 5
Customer 6
(i) Specified non–current assets
South Africa
Zimbabwe
Cyprus
2023
Segment
US$’000
PGM
128 131
2022
Segment
PGM
PGM and
Chrome
Chrome and
Agency and trading
Chrome and
Agency and trading
118 978
Agency and trading
51 187
48 854
Chrome
Chrome and
Agency and trading
Chrome and
PGM
41 543
Agency and trading
Chrome and
Agency and trading
39 100
–
2023
US$’000
346 389
263 656
1 204
611 249
US$’000
262 073
84 449
53 721
49 160
37 487
–
2022
US$’000
350 008
220 152
360
570 520
Non-current assets includes property, plant and equipment and intangible assets.
5.
REVENUE
2023
Revenue recognised at a point in time
Variable revenue based on initial results
Quality and quantity adjustments
Revenue based on fixed selling prices
Revenue recognised over time
Freight services
Revenue from contracts with customers
Fair value adjustments (refer to note 20)
Total revenue
2022
Revenue recognised at a point in time
Variable revenue based on initial results
Quality and quantity adjustments
Revenue based on fixed selling prices
Revenue recognised over time
Freight services
Revenue from contracts with customers
Fair value adjustments (refer to note 20)
Total revenue
PGM
US$’000
Chrome
US$’000
Agency and
trading
US$’000
Manufacturing
US$’000
Total
US$’000
218 843
(5 289)
–
–
213 554
(15 056)
198 498
360 082
(27 573)
–
–
332 509
14 272
346 781
313 648
(3 174)
47 365
32 133
389 972
–
389 972
204 178
(1 751)
47 276
45 475
295 178
–
295 178
49 737
(100)
1 977
4 347
55 961
–
55 961
29 856
(24)
3 926
6 768
40 526
–
40 526
–
–
5 462
–
5 462
–
5 462
–
–
3 511
–
3 511
–
3 511
582 228
(8 563)
54 804
36 480
664 949
(15 056)
649 893
594 116
(29 348)
54 713
52 243
671 724
14 272
685 996
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
154
for the year ended 30 September 2023
6.
COST OF SALES
2023
Drill and blast
Load and haul
Diesel
Maintenance
Salaries and wages
Provident fund contributions
Mining contractor
Depreciation
Cost of commodities*
Write off of property, plant and equipment
Utilities
Materials and consumables
Overheads
Contractor and equipment hire
State royalties
Change in inventories – finished products and ore stockpile
Selling costs
Freight services
Cost of sales
Mining
US$’000
Processing
US$’000
Manufacturing
US$’000
Total
US$’000
31 097
29 614
43 122
29 871
33 686
2 145
1 797
27 422
56 766
3 208
910
–
797
–
–
–
1 562
4 319
16 040
2 474
–
9 487
28 688
–
16 732
26 409
2 606
5 483
260 435
113 800
–
–
–
–
1 269
129
–
116
–
–
82
2 380
396
–
4 372
31 097
29 614
44 684
34 190
50 995
4 748
1 797
37 025
85 454
3 208
17 724
28 789
3 799
5 483
378 607
9 714
(16 504)
88 265
36 480
496 562
* Due to certain limitations on mining activities, Tharisa Minerals Proprietary Limited purchased ROM ore to maintain optimal plant throughput.
Mining
US$’000
Processing
US$’000
Manufacturing
US$’000
Total
US$’000
2022
Drill and blast
Load and haul
Diesel
Maintenance
Salaries and wages
Provident fund contributions
Mining contractor
Depreciation
Cost of commodities
Write off of property, plant and equipment
Utilities
Materials and consumables
Overheads
Contractor and equipment hire
State royalties
Change in inventories – finished products and ore stockpile
Selling costs
Freight services
Cost of sales
26 842
25 379
36 707
29 964
29 172
3 738
2 210
21 303
20 270
1 313
–
–
–
–
196 898
–
–
–
–
16 376
2 109
–
15 186
–
–
16 408
19 927
6 528
14 840
91 374
–
–
–
–
1 277
118
–
104
–
–
50
2 073
235
–
3 857
26 842
25 379
36 707
29 964
46 825
5 965
2 210
36 593
20 270
1 313
16 458
22 000
6 763
14 840
292 129
31 082
(14 631)
79 513
52 243
440 336
tharisa plc 2023 integrated annual report
7.
OTHER OPERATING EXPENSES
Directors and staff costs
Non-executive directors
Employees: salaries
bonuses
provident fund, medical aid and other contributions
Fees paid to external auditors – external audit services
Fees paid to external auditors – tax compliance services
Bank charges and related fees
Consulting and business development cost
Consumables and repairs and maintenance
Corporate and social investment
Depreciation and amortisation
Equity-settled share-based payment expense
Expected credit loss allowance
Health and safety
Impairment of goodwill
Impairment of property, plant and equipment
Insurance
Internal audit
Legal and professional
Listing fees and investor relations
Loss on disposal of property, plant and equipment
Office administration, rent and utilities
Research and development
Security
Telecommunications and IT related
Training
Travelling and accommodation
Write offs of property, plant and equipment
Sundry
8.
TAX
Corporate income tax
Cyprus – current year
South Africa – current year
South Africa – prior year under provision
Deferred tax: originating and reversal of temporary differences
Deferred tax – prior year under provision
Special contribution for defence in Cyprus
Dividend withholding tax
Tax charge
155
2023
US$’000
2022
US$’000
637
19 889
2 920
2 690
26 136
765
5
732
5 249
1 751
480
2 216
1 999
–
2 277
–
–
3 088
–
563
455
–
2 046
1 247
1 406
5 245
514
590
246
412
57 422
642
19 215
2 889
2 226
24 972
808
–
774
1 798
2 138
247
2 203
1 709
47
2 572
1 852
8 366
3 318
20
1 653
735
1 482
1 747
692
1 036
4 471
499
333
15
393
63 880
2023
US$’000
2022
US$’000
3 760
21 552
739
26 051
609
128
737
118
658
27 564
4 121
36 474
–
40 595
9 899
–
9 899
1
2 572
53 067
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
156
for the year ended 30 September 2023
8.
TAX continued
The entities within the Group are taxed in the countries in which they are incorporated and operate at the relevant tax rates as follows:
Country
Cyprus
South Africa
Zimbabwe*
Guernsey
China
2023
2022
12.5%
27.0%
15.0%
0.0%
25.0%
12.5%
28.0%
–
0.0%
25.0%
* Karo Platinum (Private) Limited, Karo Zimbabwe Holdings (Private) Limited and Salene Chrome Zimbabwe (Private) Limited have been awarded a Special Economic
Zone Licence (‘SEZ’) which stipulates a 15.0% corporate tax rate. Subsequent to being granted the SEZ, legislation was amended stipulating that mining companies
were not eligible for the SEZ benefits. The Group obtained legal advice confirming that the legislation cannot be applied retrospectively. The Group has also engaged
with regulatory authorities and is expecting a favourable outcome. Accordingly, while the standard Zimbabwean corporate tax rate is 24.72%, Karo Zimbabwe
Holdings, Karo Platinum and Salene Chrome Zimbabwe have applied the SEZ awarded corporate tax rate of 15.0%.
Reconciliation between tax charge and accounting profit
at applicable tax rates:
Profit before tax
Notional tax on profit before tax, calculated at the Cypriot/South
African income tax rate of 12.5%/27.0% (2022: 12.5%/27.0%)
Tax effects of:
Different tax rates from the standard Cypriot/South African
income tax rate
Impact of change in South African tax rate – deferred tax
Tax exempt income
Gain on business combination
Fair value adjustments
Interest received
Currency gains
Other
Non-deductible expenses
Share of loss of equity-accounted investments
Fair value adjustments
Investment related expenses
Interest paid
Currency losses
Capital expenses
Impairment of goodwill
Impairment of property, plant and equipment
Special contribution for defence in Cyprus
Dividend withholding tax – current year preference dividends
Dividend withholding tax – accrued dividends
Deferred tax – unremitted distributable reserves of foreign
subsidiaries
Prior year under provision of current income tax
Deferred tax not raised: assessed losses
Recognition of deemed interest income for tax purposes
2023
US$’000
2022
US$’000
2023
US$’000
2022
US$’000
114 340
220 223
114 340
220 223
14 293
27 528
30 872
61 662
12 455
–
–
(1 887)
(223)
(800)
(6)
–
–
574
115
789
506
–
–
118
658
42
620
58
30
222
27 722
(1 486)
(6 049)
–
(50)
(55)
–
654
734
1 014
30
27
147
232
539
1
444
184
1 252
102
89
8
(5 069)
–
–
(4 076)
(481)
(1 727)
(12)
–
–
1 239
248
1 704
1 093
–
–
256
1 420
90
1 339
124
64
480
(3 716)
(3 333)
(13 550)
–
(113)
(127)
–
1 464
1 644
2 271
70
98
322
519
1 208
2
995
411
2 804
229
199
8
Tax charge
27 564
53 067
27 564
53 067
Under certain conditions interest income may be subject to defence contribution at the rate of 30.0% in Cyprus. Such interest income is
treated as non-taxable in the computation of corporation taxable income. In certain instances, dividends received from abroad may be
subject to defence contribution at the rate of 17.0%.
tharisa plc 2023 integrated annual report 157
8.
TAX continued
In terms of the Double Taxation Agreement between Cyprus and South Africa, dividend withholding tax at a rate of 5.0% (2022: 5.0%)
is charged on dividends declared. The Group’s consolidated effective tax rate for the year ended 30 September 2023 was 24.1%
(2022: 24.1%).
Other than Cyprus and South Africa, no provision for tax in other jurisdictions was made as these entities either sustained losses for
taxation purposes or did not earn any assessable profits. At 30 September 2023, the Group had unutilised tax losses of US$71.5 million
(2022: US$0.7 million) available for offset against future taxable income. No deferred tax asset has been raised as it is doubtful whether
future taxable profits will exist for offset against these tax losses. The tax losses don’t expire provided that the entity remains operational.
9 .
EARNINGS PER SHARE
The calculation of basic and diluted earnings per share and headline and diluted headline earnings per share has been based on the profit
attributable to the ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding. Treasury shares
are excluded from the weighted average number of ordinary shares outstanding. Vested, but unexercised Share Appreciation Rights (‘SARS’)
issued to employees at award prices lower than the current share price and allocated unvested conditional awards (‘LTIP’), granted to
employees at no cost in terms of 2021 LTIP Award (first and second measurement period) and 2022 LTIP (first measurement period) that are
still in employment within the Group at year-end, with the remaining vesting condition being to remain in employment as at the third
anniversary of the grant date, result in a potential dilutive impact on the weighted average number of issued ordinary shares and have been
included in the calculation of dilutive weighted average number of issued ordinary shares. Vested SARS issued to employees at award prices
higher than the current share price, were excluded from the calculation of diluted weighted average number of issued ordinary shares
because their effect would have been anti-dilutive. The average market value of the Company’s shares for the purposes of calculating the
potential dilutive effect of SARS was based on quoted market prices for the year during which the options were outstanding.
Basic and diluted earnings per share
Profit for the year attributable to ordinary shareholders (US$’000)
Weighted average number of issued ordinary shares for basic and headline earnings per share (‘000)
Dilutive impact of LTIP (‘000)
Dilutive impact of SARS (‘000)
Weighted average number of issued ordinary shares for diluted basic and diluted headline earnings
per share (‘000)
Earnings per share
Basic (US$ cents)
Diluted (US$ cents)
Headline and diluted headline earnings per share
Headline earnings for the year attributable to ordinary shareholders (US$’000)
Headline earnings per share (US$ cents)
Diluted headline earnings per share (US$ cents)
Reconciliation of profit to headline earnings
2023
Gross
US$’000
Tax
US$’000
Non-
controlling
interest
US$’000
2023
2022
82 235
299 816
2 896
–
153 881
285 776
–
125
302 712
285 901
27.4
27.2
53.8
53.8
84 811
117 393
28.3
28.0
41.1
41.1
2022
Net
US$’000
Net
US$’000
82 235
153 881
Profit attributable to ordinary shareholders
Adjustments:
Gain on acquisition: fair value
re-measurement of existing 28.38%
shareholding
Gain on acquisition: purchase of shares at a
discount
Write off of property, plant and equipment
Impairment of property, plant and equipment
Impairment of goodwill
(Profit)/loss on disposal of property, plant
and equipment
Headline earnings
–
–
3 454
–
–
(19)
–
–
(864)
–
–
5
–
–
–
–
–
–
–
(33 503)
–
2 590
–
–
(14)
84 811
(14 888)
652
8 332
1 852
1 067
117 393
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
158
for the year ended 30 September 2023
10.
PROPERTY, PLANT AND EQUIPMENT
Cost
Balance at 30 September 2022
Additions
Borrowing costs
Lease agreements entered into
Disposals
Re-measurement
Write offs
Transfers
Exchange differences on translation
Balance at 30 September 2023
Accumulated depreciation and impairment
Balance at 30 September 2022
Depreciation charge for the year
Disposals
Write offs
Transfers
Exchange differences on translation
Balance at 30 September 2023
Freehold land
and buildings
US$’000
23 200
2 529
–
–
–
–
(6)
–
(1 077)
24 646
1 353
706
–
(2)
–
(68)
1 989
Mineral
rights
US$’000
201 750
–
–
–
–
–
–
–
201 750
–
–
–
–
–
–
Mining
assets and
infrastructure
US$’000
Mining fleet
US$’000
Right-of-use
asset:
mining fleet
US$’000
Motor
vehicles
US$’000
Office
equipment
and furniture,
community and
site office
Computer
equipment
and software
improvements
US$’000
US$’000
Right-of-use
asset:
buildings
US$’000
387 329
60 979
1 880
–
(147)
–
(631)
(168)
(16 439)
432 803
110 490
16 439
(55)
(385)
85
(5 181)
121 393
111 271
27 292
–
–
–
–
(7 733)
1 746
(5 783)
126 793
47 815
18 819
–
(4 633)
–
(2 679)
59 322
6 456
–
–
–
–
1 364
(338)
(1 746)
(259)
5 477
4 210
1 044
(236)
–
–
(219)
4 799
2 989
2 387
–
–
–
(36)
(16)
84
(151)
5 257
1 022
796
(19)
(16)
(81)
(57)
1 645
4 197
1 625
–
–
(5)
–
(58)
86
(226)
5 619
3 994
963
(4)
(58)
(1)
(189)
4 705
1 332
147
1 422
–
–
–
–
(3)
(2)
(52)
582
162
–
(3)
(3)
(55)
683
1 733
–
–
211
–
62
(348)
–
(71)
1 587
1 211
310
(346)
–
–
(51)
1 124
Total
US$’000
740 257
94 959
1 880
211
(188)
1 426
(9 133)
–
(24 058)
805 354
170 677
39 239
(78)
(5 679)
–
(8 499)
195 660
Freehold land and buildings comprises various portions of the farms Elandsdrift 467 JQ, Buffelspoort 343 JQ and Farm 342 JQ,
North West Province, South Africa. All land is freehold.
Property, plant and equipment, with the exception of motor vehicles, is insured at approximate cost of replacement. Motor vehicles are
insured at market value. Land is not insured.
Included in additions to mining assets and infrastructure are additions to the deferred stripping asset of US$4.4 million (2022:
US$15.1 million).
The estimated economically recoverable proved and probable mineral reserve of Tharisa Minerals Proprietary Limited was reassessed
during October 2022 which gave rise to a change in accounting estimate. The remaining reserve that management had previously assessed
was 113.6 Mt (at 18 November 2021). During October 2022, the remaining reserve was assessed to be 107.2 Mt. As a result, the expected
useful life of the plant and other assets, included in mining assets and infrastructure, decreased. The impact of the change on the actual
depreciation expense, included in cost of sales, is an increased depreciation charge of US$0.2 million. The change in estimate was
recognised prospectively.
Included in mining assets and infrastructure are projects under construction of US$68.0 million (2022: US$28.7 million).
tharisa plc 2023 integrated annual report 10.
PROPERTY, PLANT AND EQUIPMENT
Cost
Balance at 30 September 2022
Lease agreements entered into
Additions
Borrowing costs
Disposals
Re-measurement
Write offs
Transfers
Exchange differences on translation
Balance at 30 September 2023
Accumulated depreciation and impairment
Balance at 30 September 2022
Depreciation charge for the year
Disposals
Write offs
Transfers
Exchange differences on translation
Balance at 30 September 2023
Mineral
rights
US$’000
201 750
201 750
–
–
–
–
–
–
–
–
–
–
–
–
–
23 200
2 529
–
–
–
–
(6)
–
(1 077)
24 646
1 353
706
–
(2)
–
(68)
1 989
387 329
60 979
1 880
(147)
–
–
(631)
(168)
(16 439)
432 803
110 490
16 439
(55)
(385)
85
(5 181)
121 393
111 271
27 292
–
–
–
–
(7 733)
1 746
(5 783)
126 793
47 815
18 819
(4 633)
–
–
(2 679)
59 322
Freehold land
and buildings
US$’000
Mining
assets and
infrastructure
US$’000
Mining fleet
US$’000
Right-of-use
asset:
mining fleet
US$’000
Motor
vehicles
US$’000
Computer
equipment
and software
US$’000
Office
equipment
and furniture,
community and
site office
improvements
US$’000
Right-of-use
asset:
buildings
US$’000
6 456
–
–
–
–
1 364
(338)
(1 746)
(259)
5 477
4 210
1 044
–
(236)
–
(219)
4 799
2 989
2 387
–
–
(36)
–
(16)
84
(151)
5 257
1 022
796
(19)
(16)
(81)
(57)
1 645
4 197
1 625
–
–
(5)
–
(58)
86
(226)
5 619
3 994
963
(4)
(58)
(1)
(189)
4 705
1 332
147
–
–
–
–
(3)
(2)
(52)
1 422
582
162
–
(3)
(3)
(55)
683
1 733
–
–
211
–
62
(348)
–
(71)
1 587
1 211
310
–
(346)
–
(51)
1 124
159
Total
US$’000
740 257
94 959
1 880
211
(188)
1 426
(9 133)
–
(24 058)
805 354
170 677
39 239
(78)
(5 679)
–
(8 499)
195 660
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
160
for the year ended 30 September 2023
10.
PROPERTY, PLANT AND EQUIPMENT continued
Cost
Balance at 30 September 2021
Additions
Lease agreements entered into
Business combination
Disposals
Re-measurement
Write offs
Transfers
Exchange differences on translation
Balance at 30 September 2022
Accumulated depreciation and impairment
Balance at 30 September 2021
Depreciation charge for the year
Business combination
Disposals
Write offs
Impairment
Transfers
Exchange differences on translation
Balance at 30 September 2022
Freehold land
and buildings
US$’000
19 293
7 559
–
–
–
–
(3)
494
(4 143)
23 200
1 353
257
–
–
(3)
–
–
(254)
1 353
Mineral
rights
US$’000
–
–
–
201 750
–
–
–
–
–
201 750
–
–
–
–
–
–
–
–
–
Mining
assets and
infrastructure
US$’000
Mining fleet
US$’000
Right-of-use
asset:
mining fleet
US$’000
Motor
vehicles
US$’000
Computer
equipment
and software
US$’000
396 901
59 243
–
1 570
(790)
–
(87)
399
(69 907)
387 329
105 512
16 566
17
(106)
(37)
8 356
–
(19 818)
110 490
99 585
34 794
–
–
(5 486)
–
(5 219)
8 277
(20 680)
111 271
39 744
18 325
–
(2 967)
(3 943)
–
5 394
(8 738)
47 815
Office
equipment
and furniture,
community and
site office
improvements
US$’000
Right-of-use
asset:
buildings
US$’000
1 014
484
–
20
(2)
–
(8)
6
(182)
1 332
509
167
9
(2)
(9)
4
(16)
(80)
582
1 968
–
59
–
–
4
–
–
(298)
1 733
1 065
331
–
–
–
–
–
(185)
1 211
Total
US$’000
542 131
105 014
222
203 510
(6 300)
(5 513)
8
–
(98 815)
740 257
161 670
38 796
101
(3 091)
(4 185)
8 366
–
(30 980)
170 677
16 790
163
–
–
–
4
–
(8 765)
(1 736)
6 456
8 977
1 663
–
–
–
–
(5 394)
(1 036)
4 210
2 331
1 005
–
152
(18)
–
–
18
(499)
2 989
730
400
65
(13)
–
6
–
(166)
1 022
4 249
1 929
–
18
(4)
–
(196)
(429)
(1 370)
4 197
3 780
1 087
10
(3)
(193)
–
16
(703)
3 994
tharisa plc 2023 integrated annual report 161
10.
PROPERTY, PLANT AND EQUIPMENT continued
Freehold land
and buildings
US$’000
Mineral
rights
US$’000
Mining
assets and
infrastructure
US$’000
Mining fleet
US$’000
Right-of-use
asset:
mining fleet
US$’000
Motor
vehicles
US$’000
Computer
equipment
and software
US$’000
Cost
Additions
Balance at 30 September 2021
Lease agreements entered into
Business combination
Disposals
Re-measurement
Write offs
Transfers
Exchange differences on translation
Balance at 30 September 2022
Accumulated depreciation and impairment
Balance at 30 September 2021
Depreciation charge for the year
Business combination
Disposals
Write offs
Impairment
Transfers
Exchange differences on translation
Balance at 30 September 2022
19 293
7 559
–
–
–
–
(3)
494
(4 143)
23 200
1 353
257
–
–
(3)
–
–
(254)
1 353
201 750
201 750
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
396 901
59 243
–
1 570
(790)
–
(87)
399
(69 907)
387 329
105 512
16 566
17
(106)
(37)
8 356
–
(19 818)
110 490
99 585
34 794
–
–
–
(5 486)
(5 219)
8 277
(20 680)
111 271
39 744
18 325
(2 967)
(3 943)
–
–
5 394
(8 738)
47 815
16 790
–
163
–
–
4
–
(8 765)
(1 736)
6 456
8 977
1 663
–
–
–
–
(5 394)
(1 036)
4 210
2 331
1 005
–
152
(18)
–
–
18
(499)
2 989
730
400
65
(13)
–
6
–
(166)
1 022
4 249
1 929
–
18
(4)
–
(196)
(429)
(1 370)
4 197
3 780
1 087
10
(3)
(193)
–
16
(703)
3 994
Office
equipment
and furniture,
community and
site office
improvements
US$’000
Right-of-use
asset:
buildings
US$’000
1 014
484
–
20
(2)
–
(8)
6
(182)
1 332
509
167
9
(2)
(9)
4
(16)
(80)
582
1 968
–
59
–
–
4
–
–
(298)
1 733
1 065
331
–
–
–
–
–
(185)
1 211
Total
US$’000
542 131
105 014
222
203 510
(6 300)
8
(5 513)
–
(98 815)
740 257
161 670
38 796
101
(3 091)
(4 185)
8 366
–
(30 980)
170 677
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
162
for the year ended 30 September 2023
10.
PROPERTY, PLANT AND EQUIPMENT continued
Net book value
Freehold land and buildings
Mineral right
Mining assets and infrastructure
Mining fleet
Right-of-use mining fleet
Motor vehicles
Computer equipment and software
Office equipment and furniture, community and site office improvements
Right-of-use buildings and premises
2023
US$’000
2022
US$’000
22 657
201 750
311 410
67 471
678
3 612
914
739
463
609 694
21 847
201 750
276 839
63 456
2 246
1 967
203
750
522
569 580
At 30 September 2023, trade and other payables include US$25.3 million (2022: US$ nil) owing to vendors providing capital goods and
services to the Group.
Borrowing costs relating to the Karo Platinum project of US$1.9 million were capitalised during the year ended 30 September 2023
(2022: no capitalisation). A capitalisation rate of 9.5% (2022: –) was used which is equal to the coupon of the bond listed on the Victoria
Falls Stock Exchange (note 17). The bond was issued specific for the construction of the Karo Platinum (Private) Limited plant in Zimbabwe.
Capital commitments
At 30 September 2023, the Group’s capital commitments for contracts to purchase property, plant and equipment amounted to
US$157.7 million (2022: US$32.0 million).
Securities
At 30 September 2023 and 30 September 2022, the majority of the Group’s mining fleet was pledged as security against the asset backed
facilities (refer to note 17).
Write offs
During the year ended 30 September 2023, the Group scrapped individual assets with net book values totalling US$3.2 million (2022:
US$1.3 million). The write offs during both the financial years mainly relate to yellow fleet equipment identified as no longer fit for use
and premature component failures.
The mining component pre-mature failures are identified through the measurement of the hours depreciated for each component in
relationship to the expected useful live. A write off is recognised for each component that did not reach its expected useful life. Further
to this, mining fleet is also written off as identified from fleet that is confirmed as obsolete by management.
11.
FINANCIAL AND OTHER ASSETS
Non-current assets: financial assets
Investments in money markets, current accounts, cash funds and income funds
PGM commodity hedging derivative
Restricted cash
Current assets: financial assets
PGM commodity hedging derivative
Forward exchange contracts
Investments in equity instruments
Fair value
hierarchy
2023
US$’000
2022
US$’000
Level 2
Level 2
Level 2
Level 2
Level 1
6 040
81
13 713
19 834
2 288
68
48
2 404
6 019
–
–
6 019
–
–
19
19
The carrying amounts of other non-current and current assets carried at amortised cost approximate their fair value.
tharisa plc 2023 integrated annual report 163
11.
FINANCIAL AND OTHER ASSETS continued
PGM commodity hedging derivative
In terms of the commodity off-take financing (note 17), the lenders require commodity price protection for capital repayment amounts
against commodity price volatility. The PGM commodity hedging derivative comprises of commodity hedges for a maximum 13-month
rolling basis for platinum and palladium. The Group enters into commodity hedges over sufficient of the production to match the capital
repayment profile. The total exposure at 30 September 2023 was US$63.8 million expiring not later than 15 October 2024. The
commodity hedges were mark-to-market by using applicable quoted closing commodity prices at 30 September 2023.
Restricted cash
The balance represents a debt reserve account held at Absa Bank Limited and serves as security as required by the commodity off-take
financing (refer to note 17). The balance arose on 22 September 2023 and represents cash in the name of Tharisa Minerals Proprietary
Limited, but Tharisa Minerals Proprietary Limited is unable to utilise the funds on demand due to access restrictions placed by lenders in
accessing the account, which is only allowed if certain criteria within the commodity off-take financing agreement is satisfied. The balance
is equal to approximately three months’ instalments in terms of the commodity off-take financing with the required balance to be
maintained dependent on the debt profile. The balance is expected to decrease to US$5.9 million by 15 October 2024.
12.
INVENTORIES
Finished products
Ore stockpile
Consumables
Reversal of net realisable value write down/(net realisable value write down)
Total carrying amount
2023
US$’000
2022
US$’000
47 644
17 648
24 545
89 837
243
90 080
31 778
19 939
25 085
76 802
(3 562)
73 240
Inventories are stated at the lower of cost or net realisable value. Low-grade chrome concentrates to the value of US$5.5 million
(2022: US$1.6 million) are carried at the realisable value after a net realisable value write down of US$0.2 million (2022: US$0.7 million).
The net realisable write down was allocated to the chrome segment.
Certain PGM finished products, which previously were provided for in full, were reprocessed to an acceptable saleable condition
during the year ended 30 September 2023. This resulted in a reversal of a write down previously recognised. The reversal amounts to
US$0.5 million at 30 September 2023 (2022: write down of US$2.0 million). The provision and the reversal of the net realisable value
write down were allocated to the PGM segment.
In addition, certain consumables and spares were provided for during the year ended 30 September 2023 as their operational use
became doubtful. The provision to the value of US$0.1 million (2022: US$0.9 million) is allocated 45.0% and 55.0% to the PGM and
chrome operating segments respectively (2022: 70.0% and 30.0%).
13.
TRADE AND OTHER RECEIVABLES
Trade receivables
PGM receivables and PGM discounting receivable
Total trade receivables
Other receivables – related parties (refer to note 21)
Deposits, prepayments and other receivables*
Accrued income
Value added tax (VAT) receivable
2023
US$’000
37 678
27 900
65 578
112
23 455
4 726
9 870
103 741
2022
US$’000
28 041
103 634
131 675
57
4 342
4 660
8 935
149 669
* The increase in deposits, prepayments and other receivables mainly relates to deposits paid to suppliers of capital equipment for Karo Platinum (Private) Limited.
In order to secure capital orders, suppliers require deposit payments.
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
164
for the year ended 30 September 2023
13.
TRADE AND OTHER RECEIVABLES continued
The table below summarises the maturity of trade receivables:
Current
Less than 90 days past due but not impaired
Greater than 90 days past due but not impaired
2023
US$’000
64 977
558
43
65 578
2022
US$’000
130 916
390
369
131 675
At 30 September 2023, the Group had certain unresolved tax matters. Included in trade and other receivables is an amount of
US$4.4 million (ZAR82.3 million) (2022: US4.6 million (ZAR82.3 million)) which relates to diesel rebates receivable from the South African
Revenue Service (‘SARS’) in respect of the mining operations. SARS rejected diesel claims relating to the period from September 2011 to
February 2018. The Group is taking the necessary action to recover the amount due and believes that it remains probable that the
amounts will be recovered.
14.
CASH AND CASH EQUIVALENTS
Bank balances
Short-term bank deposits and money market investments
The amounts reflected approximate fair value.
2023
US$’000
162 071
93 229
255 300
2022
US$’000
106 873
36 427
143 300
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are generally call deposit accounts and
earn interest at the respective short-term deposit rates. The amounts reflected approximate fair value.
15.
SHARE CAPITAL AND RESERVES
Share capital
Authorised – ordinary shares of US$0.001 each
As at 30 September
Authorised – convertible redeemable preference shares
of US$1 each
As at 30 September
Issued
Ordinary shares
Balance at the beginning of the year
Issued during the year
Balance at the end of the year
Treasury shares
Balance at the beginning of the year
Transferred as part of management share award plans
Balance at the end of the year
Issued and fully paid
Share premium
Balance at the beginning of the year
Shares issued
Balance at the end of the year
Total share capital and premium
30 September 2023
30 September 2022
Number of
Shares
US$’000
Number of
Shares
US$’000
10 000 000 000
10 000 10 000 000 000
10 000
1 051
1
1 051
1
302 596 743
–
302 596 743
2 850 378
(273 329)
2 577 049
303
–
303
3
–
3
275 000 000
27 596 743
302 596 743
3 715 621
(865 243)
2 850 378
300 019 694
300
299 746 365
299 746 365
273 329
345 597
396
271 284 379
28 461 986
300 019 694
345 993
299 746 365
346 293
275
28
303
4
(1)
3
300
289 547
56 050
345 597
345 897
tharisa plc 2023 integrated annual report 165
15.
SHARE CAPITAL AND RESERVES continued
Increase in shareholding in Karo Mining Holdings plc (‘Karo Mining’)
The Company acquired the controlling interest in Karo Mining at 30 March 2022 increasing its shareholding to 66.34%. Subsequent
to the acquisition, the Company subscribed for additional new shares issued by Karo Mining, increasing its shareholding to 70.0% at
30 September 2022.
Effective 30 June 2023, Karo Mining issued an additional 3 800 new ordinary shares for a cash subscription of US$27.3 million to the
Company. The additional shares issued represented 2.33% of the issued share capital of Karo Mining which increased the Company’s
shareholding to 72.33%.
Effective 31 July 2023, Karo Mining issued an additional 5 248 new ordinary shares for a cash subscription of US$37.7 million to the
Company. The additional shares issued represented 2.68% of the issued share capital of Karo Mining which increased the Company’s
shareholding to 75.00%.
Consideration for additional new shares issued by Karo Mining
Reduction in non-controlling interest
Increase to equity attributable to ordinary shareholders
16.
PROVISIONS
Non-current
Provision for rehabilitation
Current
Provision for mining royalty
2023
US$’000
2022
US$’000
–
(6 594)
6 594
–
(4 509)
4 509
2023
US$’000
2022
US$’000
19 335
12 376
47 715
50 444
Provision for rehabilitation
The Group has a legal obligation to rehabilitate the mining area, once the mining operations cease. The provision has been calculated
based on total estimated rehabilitation costs, discounted back to their present values. The pre-tax discount rates are adjusted annually
and reflect current market assessments. These costs are expected to be utilised mostly towards the end of the life of mine and associated
infrastructure. The provision for the Tharisa Mine is determined using commercial closure cost assessments and not the inflation adjusted
Department of Mineral Resources and Energy published rates.
2023
Decommis-
sioning
US$’000
Restoration
US$’000
Total
provision
US$’000
Restoration
US$’000
Opening balance
Recognised in profit and loss
Capitalised/(reversal) to
mining assets and
infrastructure
Unwinding of discount
Exchange differences
Closing balance
7 190
7 383
–
683
(650)
14 606
5 186
(203)
(604)
502
(152)
4 729
12 376
7 180
(604)
1 185
(802)
19 335
13 737
(6 071)
–
1 197
(1 673)
7 190
2022
Decommis-
sioning
US$’000
6 194
–
(622)
543
(929)
5 186
Total
provision
US$’000
19 931
(6 071)
(622)
1 740
(2 602)
12 376
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
166
for the year ended 30 September 2023
16.
PROVISIONS continued
The table below illustrates the movement in the provision as a result of mining operations and changes in variables.
30 September 2023
Provision for restoration
Provision for decommissioning
30 September 2022
Provision for restoration
Provision for decommissioning
Opening
balance
US$’000
Mining
operations
US$’000
Changes in
variables/
estimates
US$’000
Exchange
differences
US$’000
Closing
Balance
US$’000
7 190
5 186
12 376
13 737
6 194
19 931
2 299
535
2 834
918
1 132
2 050
5 767
(840)
4 927
(5 792)
(1 211)
(7 003)
(650)
(152)
(802)
(1 673)
(929)
(2 602)
14 606
4 729
19 335
7 190
5 186
12 376
The current estimated rehabilitation cost for the Tharisa Mine to be incurred taking escalation factors into account is US$73.5 million
(ZAR1 390.5 million) (2022: US$41.3 million (ZAR745.9 million)). The estimate was calculated by an independent external expert. The
change is mainly due to the considerations of the closure objectives as set out in the Environmental Management Plan and what is most
likely to occur as these impacts are being reconsidered and the expected timing of performing this work which is driven to a large extent
by the most likely life of mine. The change is also impacted to a smaller extent by the changes in future inflation and discount rates.
The current estimated rehabilitation cost is projected to a future value based on a weighted average long-term inflation rate of 6.41%
(2022: 6.81%). The net present value of the rehabilitation estimated future value is discounted based on a weighted average SWAP curve.
The calculated interest rate was 9.98% (2022: 9.61%). An insurance company has provided a guarantee to the Department of Mineral
Resources and Energy to satisfy the legal requirements with respect to environmental rehabilitation and the Group has pledged as
collateral its investments in interest bearing instruments to the insurance company to support this guarantee.
Judgement and estimates: closure objectives as set out in the Environmental Management Plan
The Group’s mining and exploration activities are subject to extensive environmental laws and regulations. The Group has made,
and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of
such future expenditures. Estimated future rehabilitation costs are based principally on legal and regulatory requirements. The
approved Environmental Management Programme (‘EMPr’) of Tharisa Minerals Proprietary Limited (‘Tharisa Minerals’) commits
the company to completely backfill the pit voids to natural ground level and restore the pre-mining land potential, namely
agricultural land with grazing and wilderness capabilities. Tharisa Minerals has evaluated alternative mine closure strategies
building on the establishment of a post-mining economy with socioeconomic benefits. An amendment application has been
submitted to the Department of Mineral Resources and Energy (‘DMRE’) seeking its approval for a backfill of the pit voids
concurrent with mining only, also called in-pit dumping, which results in a partial void and associated pit lake which is profiled and
‘made safe’ before rehabilitation of the surface with the residual waste rock stockpiles remaining on surface (‘pit-lake option’).
This application was supported by the necessary specialty studies. On 19 September 2023 the DMRE advised that it had decided
to refuse the application. Tharisa Minerals has submitted an appeal of this decision in terms of the applicable regulations and is
confident of a successful ruling in its favour on the appeal. As there is uncertainty as to the successful outcome of the appeal,
Tharisa Minerals has applied a probability weighted factor in calculating the mine closure liability applying a 60% (2022: 60%)
probability to the successful outcome of the appeal and approval of the pit-lake option. In the alternative, Tharisa Minerals has
applied a 30% (2022: 40%) probability to an alternative ‘make safe’ option with the partial backfilling of the pit whereby the walls
of the pit will be profiled at 24 degrees on a stepped basis for each bench and, with the passage of time, result in a pit-lake
forming in the void. In view of the adverse record of decision by the DMRE and notwithstanding Tharisa Minerals’ expectation of a
favourable ruling on the appeal, Tharisa Minerals has applied a 10% (2022: nil) probability to the complete backfill of the pit voids
to natural ground level. The rehabilitation expense and provision has been accounted for on this basis. Tharisa Minerals is
confident of the successful outcome of the appeal in its engagement with the DMRE, failing which it will proceed to challenge the
decision through the judicial system. It is not possible to determine and measure any additional requirements that may be required
as the amended EMPr is advanced through the various regulatory process, hence no provision has been made for any such
potential additional requirements.
At 30 September 2023 the Group performed a sensitivity analysis by applying different weighted probabilities to the actual
weighted probability factor used in determining the provision for rehabilitation. A 57.5% probability was applied to the successful
outcome of the appeal and approval of the pit-lake option, a 27.5% probability used to an alternative ‘make safe’ option with the
partial backfilling of the pit and a 15.0% probability to the complete backfill of the pit voids to natural ground level. By using
these probabilities, the provision for rehabilitation would increase by US$3.4 million (ZAR65.2 million).
tharisa plc 2023 integrated annual report
16.
PROVISIONS continued
Provision for mining royalty
Opening balance
Raised during the year
Reversed during the year
Exchange differences
Closing balance
167
2023
US$’000
2022
US$’000
50 444
–
(503)
(2 226)
47 715
30 953
28 175
–
(8 684)
50 444
The provision raised for the ongoing mining royalty dispute at 30 September 2022 of US$50.4 million was presented as part of the trade
and other payables line item. This provision has correctly been reclassified from the trade and other payables line item and presented as a
provision at 30 September 2023. The prior year reclassification had no impact on any reported totals presented on the statement of
financial position nor any impact on the earnings of the Group.
The Group has objected and appealed to the assessments issued by SARS imposing an additional mining royalty in relation to the 2015
and 2017 years of assessment in an amount of US$5.4 million (ZAR102.3 million) (2022: US$5.7 million (ZAR102.3 million)) (inclusive of
penalties and interest). Due to the technical nature of the matter at hand, the matter underwent two separate Alternate Dispute
Resolution processes and the matter is now set to be heard at the tax court on 22 July 2024. SARS increased the gross sales value of the
PGM sales to the minimum specified condition (of 150 parts per million) as set out in the legislation by adjusting the average PGM grade
on a linear basis. SARS did not take into account the increase in the associated costs to bring the concentrate to the minimum specified
condition whether on a linear basis or otherwise. This is inconsistent with both past practice by SARS and industry applied norms. The
Group objected and appealed against the assessment on the basis that it is not in terms of the applicable legislation. The Group, together
with its legal adviser, has re-assessed the basis on which it is liable for payment of the mining royalty challenging both the linear basis of
grossing up the sales value and determining the incremental costs which would be incurred in bringing the concentrate to the minimum
specified standard.
In the event that SARS would be successful, the Group has provided for an estimated incremental mining royalty for the period up to the
current year of assessment to be US$31.4 million (ZAR594.9 million) (2022: US$20.0 million (ZAR361.9 million)), with the amount net of
tax estimated to be US$23.0 million (ZAR434.3 million) (2022: US$10.0 million (ZAR180.6 million)). In addition, the remained of the
balance provided for mainly represents estimated interest and penalties. If the Group is successful with a favourable outcome of calculating
the mining royalty on the re-assessed basis, it would result in a refund of past royalty payments with a net inflow to the Group.
The principles being applied have not been tested by either SARS or the judiciary and there is therefore uncertainty on the possible
outcome of the legal process which could lead to an outflow (royalty payable to SARS) or inflow (amount recovered by the Group from
SARS). Furthermore, the time period to reach finality may be protracted. Accordingly, no estimate of the contingent amount receivable
has been made.
17.
BORROWINGS
Non-current
Commodity off-take financing
Bond – listed on the Victoria Falls Stock Exchange
Asset backed facilities
Lease liabilities
Current
Commodity off-take financing
Bond – listed on the Victoria Falls Stock Exchange
Asset backed facilities
Lease liabilities
Property loans
Bank credit facilities
2023
US$’000
2022
US$’000
30 347
26 392
18 951
695
76 385
47 356
765
13 133
2 017
–
–
63 271
–
–
21 262
1 786
23 048
–
–
13 681
1 793
553
23 809
39 836
The fair value of borrowings approximates its carrying amounts as the interest rates charged are variable and considered to be market
related. At 30 September 2023, the Group has unutilised borrowing facilities available of US$70.3 million (2022: US$31.2 million).
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
168
for the year ended 30 September 2023
17.
BORROWINGS continued
Commodity off-take financing
On 27 March 2023, the Group concluded a US$130 million, 42-month commodity off-take based facility with Société Générale and Absa
Bank Limited. The Facility comprises a term loan of US$80 million and a revolving US$50 million facility, secured by commodity off-take
agreements, PGM commodity hedging derivative (note 11) and restricted cash (note 11). Interest accrues at the SOFR plus 360 basis point
on the term loan and the SOFR plus 420 basis points on the revolving facility. The conditions precedent were fulfilled on 22 September
2023 and the first drawdown occurred on 28 September 2023. The financing is repayable in 42 months from October 2023. The revolving
US$50 million facility remains undrawn as at 30 September 2023. The bridge term loan was repaid upon the first drawdown.
Bond-listed on the Victoria Falls Stock Exchange
On 16 December 2022, a subsidiary of the Company, Karo Mining Holdings plc (‘Karo Mining’) raised external funds of US$26.4 million
through the issuance of a listed bond on the VFEX in Zimbabwe. The bond has a 3-year maturity, has an annual coupon of 9.5% and is
measured at amortised cost using the effective interest rate. Interest payments will occur every 6-months. The Company has guaranteed
the capital amount and interest payments relating to the bond issue.
The fair value of the bond will typically be determined at its closing market value on the VFEX. However, during the year ended
30 September 2023, no trading occurred resulting in no available market value of the bond. Consequently, at 30 September 2023 the
bond’s carrying value approximates its fair value.
Asset
backed
facilities
US$’000
Commodity
off-take
financing
US$’000
Bridge
term
loan
US$’000
34 943
–
–
–
–
–
–
–
–
–
13 022
(15 443)
–
(2 865)
–
80 732
–
–
–
–
59 936
(61 429)
–
(2 015)
Bond –
listed
on the
Victoria
Falls Stock
Exchange
US$’000
Lease
liabilities
US$’000
Bank
credit
facilities
US$’000
Property
loans
US$’000
Total
borrowings
US$’000
–
3 579
23 809
553
62 884
–
–
–
26 392
–
–
(1 115)
–
–
–
–
–
(2 500)
(241)
5 890
(29 689)
(23 799)
–
–
–
(48)
–
–
5 890
(29 689)
–
–
(550)
–
–
(23 799)
180 082
(77 422)
(2 500)
(6 284)
(5 286)
80 732
(3 508)
25 277
(2 741)
(23 847)
(550)
70 077
(1 503)
(3 146)
–
–
2 945
–
–
101
–
–
–
–
–
2 255
–
1 880
(129)
133
1 502
241
985
16
1 253
–
127
3 930
117
3 508
1 880
2 003
32 084
18 951
13 133
32 084
77 703
30 347
47 356
77 703
–
–
–
–
27 157
26 392
765
27 157
2 712
695
2 017
2 712
–
–
–
38
–
38
–
–
–
–
(3)
(4 781)
–
–
–
–
–
–
–
–
–
133
1 502
7 460
2 381
11 476
139 656
76 385
63 271
139 656
Balance
30 September 2022
Changes from financing
cash flows
Advances: bank
credit facilities
Repayment: bank
credit facilities
Net repayment of bank
credit facilities
Advances received
Repayment of borrowings
Principal lease payments
Repayment of interest
Changes from financing
cash flows
Foreign currency
translation differences
Liability-related changes
Lease agreements
entered into
Re-measurement of
lease liabilities
Interest expense
Revaluation of foreign
denominated loan
Total liability-related
changes
Balance at
30 September 2023
Non-current borrowings
Current borrowings
Total borrowings
tharisa plc 2023 integrated annual report 169
17.
BORROWINGS continued
Balance 30 September 2021
28 485
5 385
1 774
664
542
36 850
Asset
backed
facilities
US$’000
Lease
liabilities
US$’000
Bank
credit
facilities
US$’000
Property
loans
US$’000
Loan from
related
party
US$’000
Total
borrowings
US$’000
Changes from financing cash flows
Advances: bank credit facilities
Repayment: bank credit facilities
Net repayment of bank credit facilities
Advances received
Repayment of borrowings
Principal lease payments
Repayment of interest
Changes from financing cash flows
Foreign currency translation differences
Liability-related changes
Lease agreements entered into
Re-measurement of lease liabilities
Interest expense
Revaluation of foreign denominated loan
Total liability-related changes
Balance at 30 September 2022
Non-current borrowings
Current borrowings
Total borrowings
18. OTHER FINANCIAL LIABILITIES
–
–
–
20 942
(13 906)
–
(1 403)
5 633
(6 358)
–
–
1 515
5 668
7 183
34 943
21 262
13 681
34 943
–
–
209 904
(187 878)
22 026
–
–
–
(306)
21 720
–
–
–
–
–
–
–
–
–
(111)
–
–
315
–
315
23 809
–
23 809
23 809
–
–
–
553
–
553
553
–
–
–
(3 793)
(406)
(4 199)
(766)
2 712
8
448
(9)
3 159
3 579
1 786
1 793
3 579
–
–
209 904
(187 878)
–
–
(500)
–
(55)
(555)
–
13
–
13
–
–
–
–
22 026
20 942
(14 406)
(3 793)
(2 170)
22 599
(7 235)
2 712
8
2 291
5 659
10 670
62 884
23 048
39 836
62 884
Fair value
hierarchy
2023
US$’000
2022
US$’000
Non-current liabilities
Option granted to NCI to call upon shares in Karo Platinum (Private) Limited
Level 3
11
16 779
Current liabilities
PGM discount facility hedging derivative
Forward exchange contracts (note 11)
Level 2
Level 2
–
–
–
337
189
526
Option granted to NCI to call upon shares in Karo Platinum (Private) Limited
The Republic of Zimbabwe has an option to increase its shareholding in Karo Platinum (Private) Limited (‘Karo Platinum’) by 11.0%
exercisable after 24 months from 30 March 2022, but before 36 months, payable in cash at the net present value of Karo Platinum at
30 March 2022. The increase in the shareholding may, at the election of Karo Mining Holdings plc, be affected either through a sale of
shares in Karo Platinum by Karo Zimbabwe Holdings (Private) Limited or by means of a share subscription by the Republic of Zimbabwe.
This shareholding will not be on a free funded carry basis.
PGM discount facility hedging derivative
During the year ended 30 September 2023, the limited recourse disclosed receivables discounting agreement in respect of the PGM
discounting receivable was wound down.
FINANCIAL REVIEWtharisa plc 2023 integrated annual report
NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
170
for the year ended 30 September 2023
19.
TRADE AND OTHER PAYABLES
Trade payables
Accrued expenses
Leave pay accrual
Value added tax payable
Other payables – related parties (note 21)
Other payables
2023
US$’000
2022
US$’000
50 329
33 897
5 520
3 497
109
112
93 464
42 753
24 982
4 932
89
113
587
73 456
The amounts above are unsecured, non-interest bearing and payable within one year from the reporting period. The amounts reflected
above approximate fair value, due to the short-term thereof.
The provision raised for the ongoing mining royalty dispute at 30 September 2022 of US$50.4 million was presented as part of the trade
and other payables line item. This provision has correctly been reclassified from the trade and other payables line item and presented as a
provision at 30 September 2023. The prior year reclassification had no impact on any reported totals presented on the statement of
financial position nor any impact on the earnings of the Group.
20.
FINANCIAL RISK MANAGEMENT
Fair values
The Board of Directors considers that the fair values of significant financial assets and financial liabilities approximate to their carrying
values at each reporting date.
Financial instruments carried at fair value:
The following table presents the carrying values of financial instruments measured at fair value at the end of each reporting period across
the three levels of the fair value hierarchy defined in IFRS 13, Fair Value Measurement, with the fair value of each financial instrument
categorised in its entirety based on the lowest level of input that is significant to that fair value measurement.
The levels are defined as follows:
Level 1: fair values measured using quoted prices (unadjusted) in active markets for identical financial instruments (highest level).
Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation methodologies in
which all significant inputs are directly or indirectly based on observable market data.
Level 3: fair values measured using valuation methodologies in which any significant inputs are not based on observable market data.
tharisa plc 2023 integrated annual report
171
20.
FINANCIAL RISK MANAGEMENT continued
Fair value
Fair value
level
2023
US$’000
2022
US$’000
Valuation technique
and key inputs
Financial instrument
Financial assets measured at fair value
Investments in money markets, current
accounts, cash funds and income funds
Level 2
PGM commodity hedging derivative
Level 2
Forward exchange contracts
Investments in equity instruments
Level 2
Level 1
Trade and other receivables measured
at fair value
PGM receivables
PGM discounting receivable
Financial liabilities measured at fair value
Level 2
Level 2
Option granted to NCI to call upon shares in
Karo Platinum (Private) Limited
Level 3
PGM discount facility hedging derivative
Level 2
Forward exchange contracts
Level 2
6 040
2 369
68
48
6 019
–
Quoted market price for similar
instruments
Quoted market metal prices
and exchange rate
Quoted market closing
exchange rates
19 Quoted market price
189
27 900
26 884
–
76 750
Quoted market metal prices
and exchange rate
Quoted market metal prices
and exchange rate
Discounted cash flow valuation
and a Monte Carlo Simulation
model
Quoted market metal prices
and exchange rate
Quoted market closing
exchange rates
16 779
337
189
11
–
–
There have been no transfers between fair value hierarchy levels in the current year.
Refer to note 13 for the fair value recognised relating to the PGM discounting receivable.
Fair value gains and losses recognised in the financial instruments during the year:
Changes in fair value of financial assets at fair value through profit or loss
Investments in equity instruments
Investments in money markets, current accounts, cash funds and income funds
PGM commodity hedges derivative
Right to acquire shares in Karo Platinum (Private) Limited
Forward exchange contracts
Changes in fair value of financial liabilities at fair value through profit or loss
PGM discount facility hedging derivative
Option granted to NCI to call upon shares in Karo Platinum (Private) Limited
Forward exchange contracts
2023
US$’000
2022
US$’000
29
367
4 497
–
258
5 151
59
16 768
–
16 827
1
242
–
(5 870)
–
(5 627)
174
1 100
247
1 521
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
172
for the year ended 30 September 2023
20.
FINANCIAL RISK MANAGEMENT continued
Level 3: Option granted to NCI to call upon shares in Karo Platinum (Private) Limited (‘Karo Platinum’)
The Republic of Zimbabwe has an option to increase its shareholding in Karo Platinum by 11.0% exercisable after 24 months from
30 March 2022, but before 36 months, payable in cash at the net present value of Karo Platinum at 30 March 2022. The option represents
a financial instrument which is recognised at fair value through profit or loss. At 30 September 2023, the Group completed a valuation of
Karo Platinum which was independently reviewed. In determining the fair value, the discounted cash flow valuation technique was used.
The following significant inputs were used in determining the fair value:
PGM basket price (6E)
Base metal basket price
Life of Mine
Annual throughput
6E PGM grade per tonne feed
Annual production (6E)
PGM recovery
WACC
Tax holiday
US$/oz
US$/t
years
kt
g/t
koz
%
%
years
2023
2022
1 565
19 315
11
215
3.0
211
81% first
three years,
thereafter
83%
10.4%
First 5
2 140
15 099
17
205
3.6
194
78% first
two years,
thereafter
82%
10.0%
First 5
The Monte-Carlo simulation was used in determining the fair value of Karo Platinum at the end of the 36-month period (31 March 2025).
The option value has been determined by averaging the discounted values between month 25 and 36 (the period in which the option can
be exercised). The following significant inputs were used:
Strike price:
Valuation of 11.0% of Karo Platinum Discounted cash flow model
Volatility:
Independently verified net present value of Karo Platinum
as at 30 March 2022 using a discounted cash flow model
Sector volatility (converted to monthly)
Risk free rate (converted to monthly) based on the US risk
free zero yield curve and includes a country risk premium
for the operations being in Zimbabwe.
Annual time intervals
Converted to monthly
Drift:
Time step:
Discount rate:
2023
2022
US$71.8 million US$71.8 million
US$37.4 million US$59.5 million
4.4%
4.4%
1.3%
1.0
0.87%
1.5%
1.0
0.83%
tharisa plc 2023 integrated annual report 173
20.
FINANCIAL RISK MANAGEMENT continued
A sensitivity analysis was performed on the option value with the following results in the fair value of the option:
Sensitivity
Discount rate minus 5.0%
Discount rate plus 5.0%
Volatility minus 10.0%
Volatility plus 10.0%
Option value
US$’000
(Decrease)/increase
in profit or loss
and equity
US$’000
Option value
US$’000
(Decrease)/increase
in profit or loss
and equity
US$’000
14
8
5
18
(3)
3
5
(6)
16 795
16 763
16 299
17 296
(16)
16
480
(517)
21.
RELATED PARTY TRANSACTIONS AND BALANCES
2023
US$’000
2022
US$’000
Trade and other receivables (note 13)
Rocasize Proprietary Limited
Salene Mining Proprietary Limited
The Leto Settlement
Trade and other payables (note 19)
Rocasize Proprietary Limited
Amounts due to Directors and former Directors
A Djakouris
J Salter
O Kamal
C Bell
R Davey
Z Hong
S Lo Wai Man
Total other payables
Revenue
Salene Manganese Proprietary Limited
Cost of sales
Rocasize Proprietary Limited
Other income
Rocasize Proprietary Limited
Consulting fees received
Karo Mining Holdings plc (before acquisition)
Karo Platinum (Private) Limited (before acquisition)
Karo Power Generation (Private) Limited (before acquisition)
Karo Zimbabwe Holdings (Private) Limited (before acquisition)
Rocasize Proprietary Limited
Salene Manganese Proprietary Limited
Interest receivable
Karo Mining Holdings plc (before acquisition)
Interest paid
The Leto Settlement
112
–
–
112
4
12
22
12
22
19
9
9
105
109
–
528
37
–
–
–
–
–
–
–
–
31
13
13
57
–
18
21
13
23
20
9
9
113
113
1 035
541
23
6
188
7
28
8
45
112
13
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
174
for the year ended 30 September 2023
21.
RELATED PARTY TRANSACTIONS AND BALANCES continued
Compensation to key management:
2023
Non-Executive Directors
Executive Directors
Other key management
2022
Non-Executive Directors
Executive Directors
Other key management
Salary
and fees
US$’000
Expense
allowances
US$’000
Share-based
payments
US$’000
Provident
fund and risk
benefits
US$’000
Bonus
US$’000
Total
US$’000
637
1 759
1 738
4 134
642
1 712
1 380
3 734
–
7
17
24
–
8
20
28
–
606
187
793
–
828
817
1 645
–
73
65
138
–
76
95
171
–
383
406
789
–
319
588
907
637
2 828
2 413
5 878
642
2 943
2 900
6 485
Awards to the executive directors and key management in the period under review are as follows:
Opening
balance
Allocated
Vested
Forfeited
Total
2023 Ordinary shares
LTIP
2022 Ordinary shares
LTIP
3 913 779
3 846 429
(168 492)
(673 964)
6 917 752
Opening
balance
Resignation
Allocated
Vested
Forfeited
Total
2 028 958
(145 650)
3 362 625
(1 000 444)
(331 710)
3 913 779
Relationships between parties:
Thari Resources Proprietary Limited
A former shareholder of Tharisa Minerals Proprietary Limited.
The Tharisa Community Trust and Rocasize Proprietary Limited
The Tharisa Community Trust is a former shareholder of Tharisa Minerals Proprietary Limited. The Tharisa Community Trust owns 100% of
the issued ordinary share capital of Rocasize Proprietary Limited.
Salene Manganese Proprietary Limited and Salene Mining Proprietary Limited
A director of the Company is also a director of these companies.
The Leto Settlement
Leto Settlement is the beneficial shareholder of Medway Developments Limited, a material shareholder in the Company.
Karo Mining Holdings plc, Karo Zimbabwe Holdings (Private) Limited, Karo Platinum (Private) Limited and Karo Power Generation (Private) Limited
The Company owned 26.8% of the issued share capital of Karo Mining Holdings plc before acquiring the controlling interest at
30 March 2022. Karo Mining Holdings Limited owns 100% of the issued share capital of Karo Zimbabwe Holdings (Private) Limited
and Karo Power Generation (Private) Limited and 85% of the issued share capital of Karo Platinum (Private) Limited.
tharisa plc 2023 integrated annual report 175
22.
CONTINGENT LIABILITIES
As at 30 September 2023, there is no litigation (2022: no litigation), current or pending, which is considered likely to have a material
adverse effect on the Group. Refer to note 23 for guarantees.
23.
CAPITAL COMMITMENTS AND GUARANTEES
Capital commitments
Authorised and contracted
Authorised and not contracted
2023
US$’000
2022
US$’000
156 219
1 490
157 709
28 937
3 027
31 964
The above commitments are with respect to property, plant and equipment and are outstanding at the respective reporting period.
All contracted amounts will be funded through existing funding mechanisms within the Group and cash generated from operations.
Balances denominated in currencies other than the US$ were converted at the closing rates of exchange ruling at 30 September 2023.
Guarantees
Karo Mining Holdings plc, a subsidiary of the Company, issued fixed income notes with a tenor of three years on 16 December 2022 listed
on the Victoria Falls Stock Exchange to the value of US$26.4 million to external subscribers. The Company guarantees the capital
repayment and interest of subscribers.
Tharisa Minerals Proprietary Limited entered into an equipment loan facility of US$35.0 million (2022: US$35.0 million) with Caterpillar
Financial Services Corporation. The equipment loan facility is secured by a first notarial bond over the equipment and is guaranteed by
the Company.
The Company guarantees US$15.9 million (ZAR300.0 million) (2022: US$16.6 million (ZAR300.0 million)) to Absa Bank Limited in respect
of the Commercial Asset Finance and overdraft facilities of Tharisa Minerals Proprietary Limited.
The Company guarantees a total of US$8.1 million (ZAR153 million) (2022: US$8.5 million (ZAR153 million)) to third party suppliers of
Tharisa Minerals Proprietary Limited. In addition, Tharisa Minerals Proprietary Limited has issued guarantees to third party suppliers
amounting to US$4.0 million (ZAR75.9 million) (2022: US$4.2 million (ZAR75.9 million)).
An insurance company has provided a guarantee to the Department of Mineral Resources and Energy to satisfy the legal requirements
with respect to environmental rehabilitation and the Group has pledged as collateral its investments in interest bearing instruments to the
insurance company to support this guarantee. The total value of the guarantee is US$22.1 million (ZAR418.9 million) (2022: US$18.7 million
(ZAR337.5 million)).
The Company issued a guarantee to Absa Bank Limited which guarantees the payment of certain liabilities of Arxo Logistics Proprietary
Limited to Transnet totalling US$1.0 million (ZAR19.4 million) (2022: US$1.1 million (ZAR19.4 million)).
The Company issued guarantees limited to US$10.0 million (2022: US$20.0 million) as securities for trade finance facilities provided by two
banks to Arxo Resources Limited.
A guarantee was issued to Lombard Insurance Company Limited which guarantees the payment of certain liabilities of Arxo Logistics
Proprietary Limited to Transnet totalling US$0.7 million (ZAR12.0 million) (2022: US$0.7 million (ZAR12.0 million)).
The Company and Arxo Metals Proprietary Limited jointly indemnify a third party for any claims which may result from negligence or
breach in terms of the plant operating agreement between Arxo Metals Proprietary Limited and the third party.
FINANCIAL REVIEWtharisa plc 2023 integrated annual report NOTES TO THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
176
for the year ended 30 September 2023
24.
EVENTS AFTER THE REPORTING PERIOD
On 12 December 2023, the Board has proposed a final dividend of US 2 cents per share, subject to the necessary shareholder approval
at the Annual General Meeting.
The Board of Directors is not aware of any matter or circumstance arising since the end of the financial year that will impact these
financial results.
25.
DIVIDENDS
During the year ended 30 September 2023, the Company declared and paid a final dividend of US 4.0 cents per share in respect of the
financial year ended 30 September 2022. In addition, an interim dividend of US 3.0 cents per share was declared and paid in respect of
the financial year ended 30 September 2023.
During the year ended 30 September 2022, the Company declared and paid a final dividend of US 5.0 cents per share in respect of the
financial year ended 30 September 2021. In addition, an interim dividend of US 3.0 cents per share was declared and paid in respect of
the financial year ended 30 September 2022.
tharisa plc 2023 integrated annual report 177
FINANCIAL REVIEWtharisa plc 2023 integrated annual report 178
INVESTOR RELATIONS REPORT
SHARE INFORMATION
Tharisa plc is listed on the Johannesburg Stock Exchange and the London Stock Exchange
Company
JSE share code
LSE share code
A2X share code
ISIN
LEI
Sector
Issued share capital as at 30 September 2023
Issued share capital (excluding treasury shares) as at 30 September 2023
Market capitalisation as at 30 September 2023
Closing share price as at 30 September 2023
12-month high
12-month low
SHAREHOLDER ANALYSIS
Analysis of shareholders as at 30 September 2023
Tharisa plc
THA
THS
THA
CY0103562118
213800WW4YWMVVZIJM90
General mining
302 596 743
300 019 694
JSE
LSE
ZAR5.19 billion
ZAR17.30
ZAR26.00
ZAR16.70
GBP206.41 million
GBP0.73
GBP1.09
GBP0.69
Analysis of ordinary shareholders
Holding 1 to 10 000 shares
Holding 10 001 to 100 000 shares
Holding 100 001 to 1 000 000 shares
Holding 1 000 001 to 5 000 000 shares
Holding 5 000 001 to 100 000 000 shares
Holding > 100 000 000 shares
Treasury shares
Total
Major shareholders
Shareholders holding 10% or more
Leto Settlement, directly and indirectly through
Medway Developments Limited
Rance Holdings Limited
Shareholders holding 5% or more
Fujian Wuhang Stainless Steel Co. Limited
Number of
shareholders
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
2 483
193
76
21
6
1
–
1 739 058
6 013 117
26 554 711
44 797 646
97 595 156
123 320 006
2 577 049
0.57
1.99
8.79
14.80
32.25
40.75
0.85
0.58
2.00
8.86
14.93
32.53
41.10
–
2 780
302 596 743
100.00
100.00
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
123 320 006
38 526 509
26 737 540
188 584 055
40.75
12.73
8.84
62.32
41.10
12.84
8.91
62.85
tharisa plc 2023 integrated annual report 179
Public and non-public shareholders
Public
Non-public
Directors and associates of the Company and its subsidiaries
Persons interested (other than directors), directly or indirectly,
in 10% or more
Total
Number of
shareholders
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
2 767
127 491 260
11
2
10 681 919
161 846 515
2 780
300 019 694
42.13
3.53
53.49
99.15
42.49
3.56
53.95
100.00
Disclosure of directors’ interests in the Company’s share capital
The aggregate direct and indirect interests of the directors in the issued share capital of the Company are as follows:
2023
2022
Director
Direct
Indirect
Direct
Indirect
Direct
Indirect
Direct
Indirect
Beneficial
Non-beneficial
Beneficial
Non-beneficial
Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
David Salter
Antonios Djakouris
Omar Kamal
Carol Bell
Roger Davey
Zhong Liang Hong
Shelley Wai Man Lo
1 241 504
1 144 079
712 799
–
43 250
–
61 250
–
–
–
6 928 432
–
–
–
–
–
–
1 206 005
1 107 810
777 384
–
43 250
–
61 250
–
–
–
–
–
–
–
–
–
6 928 432
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
3 202 882
6 928 432
3 195 699
6 928 432
There have been no changes in directors’ interests in the share capital between 30 September 2023 and the date of issue of this integrated annual
report.
SHAREHOLDER INFORMATIONtharisa plc 2023 integrated annual report 180
NOTICE OF ANNUAL GENERAL MEETING
THARISA plc
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number: HE223412)
JSE share code: THA
LSE share code: THS
A2X share code: THA
ISIN: CY0103562118
LEI: 213800WW4YWMVVZIJM90
(Tharisa or the Company)
Notice is hereby given that the annual general meeting (AGM) of shareholders of Tharisa will be held at First Floor, Office 108, S. Pittokopitis
Business Centre, 17 Neophytou Nicolaides and Kilkis Streets, Paphos, Cyprus on Wednesday, 21 February 2024 at 11:00 Cyprus time (UTC+2) to
consider and, if deemed fit, pass, with or without modification, the ordinary and special resolutions as set out in this notice of AGM and to deal
with such other business as may be dealt with at the AGM. Tharisa will be assisted by Computershare Investor Services Proprietary Limited, who
will also act as scrutineers.
This notice of AGM, the integrated annual report containing the condensed, consolidated financial statements and the audited annual financial
statements together with all relevant reports, are available on the Company’s website www.tharisa.com and available for inspection at the
registered office of the Company.
Under the Companies Law, a member has the right to request an item to be included in the agenda for an AGM, as well as to request that a
specific resolution be tabled and resolved upon, provided that such request is accompanied by an adequate explanation and justification for its
inclusion which the Company deems to be reasonable and within the best interests of the Company and its stakeholders as a whole and provided
further that such member, or members acting collectively, hold in aggregate 5% of the ordinary share capital of the Company. Requests of this
nature are to be received by the Company in writing or electronically, at least 42 days before the scheduled date of the AGM.
IDENTIFICATION
Shareholders are advised that any person attending or participating in an AGM of shareholders must present reasonably satisfactory identification
before being entitled to participate in and vote at the AGM and the person presiding at the AGM must be reasonably satisfied that the right of any
person to participate in and vote (whether as shareholder or proxy for a shareholder) has been reasonably verified.
IMPORTANT DATES
Record date to receive notice of the AGM
Last day to trade to be eligible to vote
Record date to be eligible to vote at the AGM
Last day for lodging forms of instruction (by 09:00 UK time)
Last day for lodging forms of proxy (by 11:00 SA time)
Annual general meeting (11:00 Cyprus time (UTC+2))
Thursday, 14 December 2023
Tuesday, 13 February 2024
Friday, 16 February 2024
Friday, 16 February 2024
Monday, 19 February 2024
Wednesday, 21 February 2024
Accordingly, the date on which a person must be registered as a shareholder in the register of the Company to be entitled to attend and vote at the
AGM will be Friday, 16 February 2024.
tharisa plc 2023 integrated annual report 181
RESOLUTIONS FOR CONSIDERATION AND ADOPTION
Ordinary business
1.
ORDINARY RESOLUTION NUMBER 1
Adoption of the annual financial statements
To receive the audited annual financial statements for the year ended 30 September 2023, including the management report and the report
of the independent auditor, such annual financial statements having been approved by the Board on 12 December 2023.
Additional information in respect of ordinary resolution number 1
The condensed consolidated financial statements for the year ended 30 September 2023 are included in the integrated annual report of
which this notice of AGM forms part. The complete audited annual financial statements, together with the relevant reports for the year
ended 30 September 2023, are available on the Company’s website, www.tharisa.com. Copies of the audited financial statements,
management report and report of the auditor are also available for collection at the registered office of the Company, and available for
dispatch at the request of shareholders, free of charge and either in printed copy or in electronic (email) format, by contacting the Group
Company Secretary at secretarial@tharisa.com.
This resolution is non-binding, therefore no minimum voting threshold is required for ordinary resolution number 1.
2.
ORDINARY RESOLUTION NUMBER 2
Appointment of external auditor
’RESOLVED THAT BDO Limited incorporated in Cyprus, with Terence Kiely being the designated registered auditor, be appointed as the
independent external auditor of the Company and the Group for the financial year ending 30 September 2024, to hold office until
conclusion of the next AGM of the Company, and that the remuneration for the financial year ending 30 September 2024 be determined
by the Audit Committee.’
Additional information in respect of ordinary resolution number 2
Ernst & Young Cyprus Limited, having served as external auditors for six years and the designated registered auditor, Stavros Pantzaris,
having notified the Company that he was resigning as Executive Chairman of Ernst & Young Cyprus Limited and as audit partner on the
Tharisa account on 31 December 2023, the Board agreed to propose the rotation of Ernst & Young Cyprus Limited and the appointment of
BDO Limited incorporated in Cyprus, as external auditors from the conclusion of the next AGM.
BDO Limited incorporated in Cyprus was appointed as the external auditors of the Karo Group with effect FY2022 and the Board is of the
opinion that consolidation of the external auditors across the Tharisa Group would streamline the audit process going forward. Therefore, in
accordance with clause 195 of the Company’s Articles of Association and sections 153 to 155 of the Companies Law, BDO Cyprus Limited
is proposed to be appointed as the external auditor of the Company, until the conclusion of the next AGM.
The percentage voting rights required for ordinary resolution 2 to be adopted is more than 50% in favour of the voting rights exercised on
this resolution by all shareholders present or represented by proxy and entitled to vote at the AGM.
3.
ORDINARY RESOLUTION NUMBER 3 (COMPRISING ORDINARY RESOLUTIONS NUMBERS 3.1 AND 3.2)
Election of director appointed by the Board
3.1 ’RESOLVED THAT Hao Chen, who retires in accordance with the Company’s Articles of Association and who, being eligible, offers
himself for election, be elected as a director of the Company.’
Re-election of director retiring by rotation
3.2 ’RESOLVED THAT Shelley Wai Man Lo, who retires in accordance with the Company’s Articles of Association and who, being eligible,
offers herself for re-election, be re-elected as a director of the Company.’
Additional information in respect of ordinary resolutions numbers 3.1 and 3.2
In terms of clause 110 of the Company’s Articles of Association, one-third of the non-executive directors of the Company for the time being
are required to retire from office at each AGM. The directors of the Company to retire in every year shall be those who have been longest
serving since their last election. A retiring director shall be eligible for re-election. Antonios Djakouris and Shelley Wai Man Lo are retiring by
rotation. Antonios Djakouris is not available for re-election.
In terms of clause 156 of the Company’s Articles of Association, the Board has the power to appoint any person as a director to the Board,
provided that a director so appointed shall hold office only until the next AGM of the Company and shall then be eligible for election.
Hao Chen was appointed by the Board as a director on 1 October 2023, to replace Zhong Liang Hong who had resigned on
30 September 2023, and is accordingly required to retire. Being eligible, he is offering himself for election.
A brief curriculum vitae in respect of the directors referred to in ordinary resolutions numbers 3.1 and 3.2 above appears on pages 102 and
103 of the integrated annual report of which this notice of AGM forms part.
The Board recommends to shareholders the election and re-election of the retiring directors as set out in ordinary resolutions numbers 3.1
and 3.2.
The percentage of voting rights required for ordinary resolutions numbers 3.1 and 3.2 to be adopted is more than 50% in favour of the
voting rights exercised on such resolution by all shareholders present or represented by proxy and entitled to vote at the AGM.
SHAREHOLDER INFORMATIONtharisa plc 2023 integrated annual report 182
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
SPECIAL BUSINESS
4.
ORDINARY RESOLUTION NUMBER 4
General authority to directors to allot and issue ordinary shares
’RESOLVED THAT the authorised but unissued shares in the capital of the Company, limited to 30 259 674 (thirty million two hundred and
fifty-nine thousand six hundred and seventy-four) ordinary shares, being 10% of the number of listed equity securities in issue at the date
of this notice, being 302 596 743 (three hundred and two million five hundred and ninety-six thousand seven hundred and forty-three)
ordinary shares (for which purposes any shares approved to be allotted and issued by the Company in terms of the Share Award Plan for
the benefit of employees shall be excluded), be and are hereby placed under the control and authority of the directors and that they be
and are hereby authorised to allot, issue and grant options over and otherwise dispose of such shares to such persons on such terms and
conditions and at such times as they may from time to time and at their discretion deem fit. This is subject to the provisions of the
Companies Law, as may be amended from time to time, the Company’s Articles of Association, the JSE Listings Requirements and the
LSE Listing Rules and Disclosure and Transparency Rules which may apply to the Company. Such authority shall be valid until the conclusion
of the next AGM of the Company.’
Additional information in respect of ordinary resolution number 4
The Board may only allot and issue shares or grant rights over shares if authorised to do so by the shareholders. This resolution seeks
authority for the Board to allot, issue and deal in shares up to a maximum of 10% of the Company’s issued share capital.
The percentage of votes required for ordinary resolution number 4 to be adopted is more than 50% in favour of the voting rights exercised
on such resolution by all shareholders present or represented by proxy and entitled to vote at the AGM.
5.
ORDINARY RESOLUTION NUMBER 5
Dis-application of pre-emption rights
’RESOLVED THAT, subject to the JSE Listings Requirements, the Board be and is hereby authorised to dis-apply the pre-emption rights, with
respect to the authority conferred on the Board to issue and allot ordinary shares, up to a maximum of 10% of the Company’s issued share
capital. This authority will expire at the conclusion of the Company’s next AGM.’
6.
Additional information in respect of ordinary resolution number 5
In terms of section 60B of the Companies Law, if the Board wishes to allot any unissued shares, grant rights over shares or sell treasury
shares for cash (other than pursuant to an employee share scheme) it must first offer them to existing shareholders in proportion to their
holdings. There may be circumstances, however, where the Board requires the flexibility to finance business opportunities through the issue
or sale of shares or related securities without a pre-emptive offer to existing shareholders. This can only be done under the Companies Law
if the shareholders have first waived their pre-emption rights. This resolution seeks authority for the Board to dis-apply pre-emption rights
for shares up to a maximum of 10% of the Company’s issued share capital. If granted, this authority will expire at the conclusion of the
Company’s next AGM.
The percentage of votes required for ordinary resolution number 5 to be adopted is more than 50%, in favour, of the voting rights exercised
on such resolution by all shareholders present or represented by proxy and entitled to vote at the AGM.
ORDINARY RESOLUTION NUMBER 6
General authority to issue shares for cash
’RESOLVED THAT, subject to ordinary resolutions numbers 4 and 5 being passed, the Board be authorised, by way of a general authority, to
allot and issue shares (and/or any options or convertible securities) for cash to such persons on such terms and conditions as the Board may
from time to time in its discretion deem fit, subject to the provisions of the Company’s Articles of Association, the Companies Law, as may
be amended from time to time, the JSE Listings Requirements and the LSE Listing Rules and Disclosure and Transparency Rules which may
apply to the Company, and subject to the following limitations, namely that:
i. The equity securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must
ii.
be limited to such securities or rights that are convertible into a class already in issue.
Any such issue will only be made to ’public shareholders’ as defined in the JSE Listings Requirements and not to related parties, subject
to paragraph vii.
iii. In respect of securities, which are the subject of the general issue of shares for cash, such issue may not exceed 30 259 674 (thirty
million two hundred and fifty-nine thousand six hundred and seventy-four) ordinary shares, representing 10% of the number of listed
equity securities in issue as at the date of this notice, being 302 596 743 (three hundred and two million five hundred and ninety-six
thousand seven hundred and forty-three) ordinary shares, provided that: any equity securities issued under this authority during the
period must be deducted from the number above in the event of a subdivision or consolidation of issued equity securities during the
period contemplated above, the existing authority must be adjusted accordingly to represent the same allocation ratio the calculation of
the listed equity securities is a factual assessment of the listed equity securities as at the date of the notice of AGM, excluding treasury
shares.
iv. This authority shall be valid until the Company’s next AGM.
v. A SENS announcement giving full details of the issue will be published at the time of any issue representing, on a cumulative basis
within the period of this authority, 5% or more of the number of ordinary shares in issue prior to the issue concerned.
tharisa plc 2023 integrated annual report 183
vi. The maximum discount permitted at which equity securities may be issued is 10% of the weighted average traded price on the JSE of
those shares measured over the 30 business days prior to the date that the price of the issue is agreed between the Company and the
party subscribing for the securities. The JSE should be consulted for a ruling if the Company’s securities have not traded in such 30
business day period.’
vii. related parties may participate in a general issue for cash through a bookbuild process provided
(i) the approval by shareholders contemplated in paragraph 5.52(e) expressly affords the ability to the issuer to allow related parties to
participate in a general issue for cash through a bookbuild process;
(ii) related parties may only participate with a maximum bid price at which they are prepared to take-up shares or at book close price.
In the event of a maximum bid price and the book closes at a higher price the relevant related party will be ’out of book’ and not
be allocated shares;
(iii) equity securities must be allocated equitably ’in the book’ through the bookbuild process and the measures to be applied must be
disclosed in the SENS announcement launching the bookbuild.
Additional information in respect of ordinary resolution number 6
In accordance with the Company’s Articles of Association, and the JSE Listings Requirements, the shareholders of the Company have to
approve a general issue of shares for cash. This authority will be subject to the Company’s Articles of Association, the Companies Law and
the JSE Listings Requirements. The Board considers it advantageous to renew this authority to enable the Company to take advantage of
any business opportunity that may arise in the future. Any issue of shares for cash will be subject to approval by 90% of the Board
members. This ordinary resolution number 6 is required, under the JSE Listings Requirements, to be passed by achieving a 75% majority of
the voting rights exercised on this resolution by all shareholders present or represented by proxy and entitled to vote at the AGM.
7.
7.1
ORDINARY RESOLUTION NUMBER 7 (COMPRISING ORDINARY RESOLUTIONS NUMBERS 7.1 AND 7.2)
Approval of remuneration policy
’RESOLVED THAT the Group remuneration policy, as described in the remuneration report on pages 129 to 137 of the integrated annual
report of which this notice of AGM forms part, be approved by way of a non-binding advisory vote, as recommended in King IV.’
Additional information in respect of ordinary resolution number 7.1
In terms of King IV recommendations and the JSE Listings Requirements, the Company’s remuneration policy should be tabled for a
non-binding advisory vote at every AGM.
The purpose of the non-binding advisory vote is to enable shareholders of the Company to express their views on the Group’s remuneration
policies. Accordingly, the shareholders of the Company are requested to endorse the Company’s remuneration policy as recommended by
King IV.
This resolution is non-binding, therefore no minimum voting threshold is required for ordinary resolution number 7.1.
7.2
Approval of remuneration implementation report
’RESOLVED THAT the Group remuneration implementation report, as described in the remuneration report on pages 129 to 137 of the
integrated annual report of which this notice of AGM forms part, be approved by way of a non-binding advisory vote.’
Additional information in respect of ordinary resolution number 7.2
In terms of King IV recommendations and the JSE Listings Requirements, the Company’s remuneration implementation report should be
tabled for a non-binding advisory vote at every AGM.
The purpose of the non-binding advisory vote is to enable shareholders of the Company to express their views on the Group’s
implementation of the remuneration policy. Accordingly, the shareholders of the Company are requested to endorse the Company’s
remuneration implementation report.
This resolution is non-binding, therefore no minimum voting threshold is required for ordinary resolution number 7.2.
In the event that either the remuneration policy or the remuneration implementation report is voted against by 25% or more of the voting
rights exercised by shareholders, the Board, through the Remuneration Committee, will seek to engage further with shareholders.
SHAREHOLDER INFORMATIONtharisa plc 2023 integrated annual report 184
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
8.
SPECIAL RESOLUTION NUMBER 1
General authority to repurchase shares
’RESOLVED THAT the Company, and any of its subsidiaries, be authorised, by way of a general authority, in terms of the provisions of the
JSE Listings Requirements, the Companies Law and as permitted by the Company’s Articles of Association, to acquire, as a general
repurchase, the issued ordinary shares of the Company, upon such terms and conditions and in such manner as the Board may from time to
time determine, but subject to the applicable requirements of the Company’s Articles of Association, the provisions of the Companies Law,
the JSE Listings Requirements and the LSE Listing Rules and Disclosure and Transparency Rules, where applicable, and provided that:
i. The maximum number of ordinary shares to be acquired shall not exceed 10% of the Company’s ordinary shares in issue at the date on
which this special resolution number 1 is passed.
ii. The repurchase of shares will be effected through the order books operated by the JSE and LSE trading system and done without any
prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited).
iii. The Company has been given authority to repurchase its shares by its Articles of Association.
iv. This general authority shall only be valid until the Company’s next AGM, provided that it shall not extend beyond 12 months from the
v.
date of passing of this special resolution number 1.
In determining the price at which the Company’s ordinary shares are acquired by the Company in terms of this general authority, the
maximum premium and/or discount at which such ordinary shares may be acquired shall not exceed the lesser of:
■ 5% of the weighted average of the market price at which such ordinary shares are traded on the JSE, as determined over the five
■
business days immediately preceding the date of the repurchase of such ordinary shares by the Company
the price quoted for the last independent trade of, or the highest current independent bid for any number of shares on the JSE
where the purchase is carried out.
vi. At any point in time, the Company may only appoint one agent to effect any repurchases on the Company’s behalf.
vii. A resolution has been passed by the Board confirming that the Board has authorised the repurchase and that the Company satisfied the
net assets test contemplated under section 169A of the Companies Law.
viii. The Company may not repurchase ordinary shares during a prohibited period, as defined in the JSE Listings Requirements or any
applicable EU Market Abuse Regulations, unless the Company has a repurchase programme in place where the dates and quantities of
the ordinary shares to be traded during the relevant period are fixed and not subject to any variation and full details of the programme
have been disclosed to the JSE in writing prior to the commencement of the prohibited period.
ix. A SENS announcement will be published giving such details as may be required in terms of the JSE Listings Requirements as soon as the
Company has cumulatively repurchased 3% of the number of shares in issue at the date of the passing of this special resolution
number 1 and for each 3% in aggregate of the initial number of shares acquired thereafter, and in the media when required in terms of
the Companies Law.
The Board undertakes that it will not implement the proposed authority to repurchase shares, unless the directors are of the opinion
that, for a period of 12 months after the date of the repurchase:
x.
■
■
■
the Company and the Group will be able, in the ordinary course of business, to pay its debts
the assets of the Company and the Group, fairly valued in accordance with IFRS, will be in excess of the liabilities of the Company
and the Group
the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes and the working
capital of the Company and the Group will be adequate for ordinary business purposes
■ working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months.
Additional information in respect of special resolution number 1
Under section 57A of the Companies Law, the Board must obtain authorisation by special resolution from the shareholders before they can
effect the purchase by the Company of any of its own shares. In certain circumstances it may be advantageous for the Company to
purchase its own shares and this resolution seeks authority to do so. The Board will exercise this power only in accordance with the
requirements of the Companies Law and the JSE Listings Requirements, and when, in view of market conditions prevailing at the time, it
believes that the effect of such purchases will be to increase earnings per share and is in the best interests of the shareholders generally.
Save to the extent purchased pursuant to the Companies Law, any shares purchased in this way will be cancelled and the number of shares
in issue will be reduced accordingly.
The Company may hold in treasury any of its own shares that it purchases pursuant to the Companies Law and the authority conferred by
this resolution. Repurchased shares may be held in treasury for a period not exceeding a maximum of two calendar years from the
repurchase date. This gives the Company the ability to reissue treasury shares quickly and cost-effectively and provides the Company with
greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy awards under the Share Award
Plan using treasury shares. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote
at meetings, in respect of the shares and no dividend or other distribution of the Company’s assets may be made to the Company in respect
of treasury shares.
In accordance with the Companies Law, this resolution specifies the maximum number of shares that may be acquired and the maximum
and minimum prices at which shares may be bought. If granted, this authority will expire at the conclusion of the Company’s next AGM,
provided that it shall not extend beyond 12 months from the date of passing of this special resolution number 1.
tharisa plc 2023 integrated annual report 185
Please refer to the additional disclosure of information contained in this notice of AGM, which disclosure is required in terms of the
JSE Listings Requirements.
The percentage of the voting rights required for special resolution number 1 to be adopted is 75% in favour of the voting rights exercised
on this resolution by all shareholders present or represented by proxy and entitled to vote at the AGM.
Additional disclosure requirements in terms of the JSE Listings Requirements
In compliance with the JSE Listings Requirements, the information listed below has been included in the integrated annual report of which
this notice of AGM forms part:
Major shareholders – refer to page 178 of the integrated annual report
Share capital of Tharisa – refer to page 178 of the integrated annual report.
Material changes
Other than the facts and developments reported on in the Annual Report, there have been no material changes in the affairs or the
financial position of the Company and its subsidiaries since the date of signature of the audit report and the date of this notice of AGM.
Directors’ responsibility statement
The directors, whose names appear on pages 102 and 103 of this integrated annual report, collectively and individually accept full
responsibility for the accuracy of the information pertaining to this special resolution number 1 and certify that to the best of their
knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, that all reasonable
enquiries to ascertain such facts have been made and that the proposed resolution contains all such information required by law and the
JSE Listings Requirements.
9.
ORDINARY RESOLUTION NUMBER 8
Final dividend
’RESOLVED THAT a final cash dividend in the amount of US 2.0 cents per ordinary share is declared for the financial year ending
30 September 2023, such dividend being payable to shareholders registered on the register of members of the Company as of close of
business on the record date, being Friday, 1 March 2024.’
Additional information in respect of ordinary resolution number 8
The Board has proposed a final cash dividend of US 2.0 cents per ordinary share for the financial year ended 30 September 2023.
If approved by shareholders, the recommended final dividend will be paid on Wednesday, 13 March 2024. Shareholders on the principal
Cyprus register will be paid in US dollar, shareholders whose shares are held through Central Securities Depositary Participants (CSDPs) and
brokers and are traded on the JSE will be paid in South African rand (ZAR) and holders of depositary interests traded on the LSE will be paid
in sterling (GBP). The currency equivalents of the dividend will be based on the weighted average of the South African Reserve Bank’s daily
rate at approximately 10:30 (UTC +2) on 14 December 2023, being the currency conversion date.
Tax implications of the dividend
Shareholders are advised that the dividend declared will be paid out of income reserves and may therefore be subject to dividend
withholding tax depending on the tax residency of the shareholder.
South African tax residents
South African shareholders are advised that the dividend constitutes a foreign dividend. For individual South African tax resident
shareholders, dividend withholding tax of 20% will be applied to the gross dividend of US 2.0 cents per share. Shareholders who are South
African tax resident companies are exempt from dividend tax and will receive the dividend of US 2.0 cents per share. This does not
constitute legal or tax advice and is based on taxation law and practice in South Africa. Shareholders should consult their brokers, financial
and/or tax advisers with regard to how they will be impacted by the payment of the dividend.
UK tax residents
UK tax residents are advised that the dividend constitutes a foreign dividend and that they should consult their brokers, financial and/or tax
advisers with regard to how they will be impacted by the payment of the dividend.
Cyprus tax residents
Individual Cyprus tax residents are advised that the dividend constitutes a local dividend and that they should consult their brokers, financial
and/or tax advisers with regard to how they will be impacted by the payment of the dividend.
SHAREHOLDER INFORMATIONtharisa plc 2023 integrated annual report 186
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Shareholders and depositary interest holders should note that information provided should not be regarded as tax advice. The timetable for
the dividend declaration is as follows:
Declaration and currency conversion date
Currency conversion rates announced
Last day to trade cum dividend rights on the JSE
Last day to trade cum dividend rights on the LSE
Shares will trade ex-dividend rights on the JSE
Shares will trade ex-dividend rights on the LSE
Record date for payment on both JSE and LSE
Dividend payment date
Thursday, 14 December 2023
Thursday, 22 February 2024
Tuesday, 27 February 2024
Wednesday, 28 February 2024
Wednesday, 28 February 2024
Thursday, 29 February 2024
Friday, 1 March 2024
Wednesday, 13 March 2024
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 28 February 2024 and Friday,
1 March 2024, both days inclusive. No transfers between registers will be permitted between Thursday, 22 February 2024 and Friday,
1 March 2024, both days inclusive.
The percentage of the voting rights required for ordinary resolution number 8 to be adopted is 50% in favour of the voting rights exercised
on this resolution by all shareholders present or represented by proxy and entitled to vote at the AGM. By virtue of Article 176 of the
Articles of Association of the Company, shareholders are informed that they may vote to decrease the dividend declaration proposed by the
Board but shall not be entitled to increase it.
10. ORDINARY RESOLUTION NUMBER 9
Directors’ authority to implement ordinary and special resolutions
’RESOLVED THAT each and every director of the Company and/or the Group Company Secretary be and are hereby authorised to do all such
things and sign all such documents as may be necessary for or incidental to the ordinary and special resolutions passed at the AGM.’
Additional information in respect of ordinary resolution number 9
The percentage of voting rights required for ordinary resolution number 9 to be adopted is more than 50% in favour of the voting rights
exercised on this resolution by all shareholders present or represented by proxy and entitled to vote at the AGM.
PROXIES
An ordinary shareholder entitled to attend and vote at the virtual AGM is entitled to appoint a proxy or proxies to attend and act in his/her stead. A
proxy need not be a member of the Company. For the convenience of registered members of the Company, a form of proxy is attached hereto.
In terms of section 128C of the Companies Law, shareholders and their proxies shall have the right to ask questions on the items to be discussed
and resolutions proposed to be passed at the AGM. The Company shall endeavour to answer such questions, provided that they are relevant to the
matters at hand, do not disrupt or delay proceedings, have not already been previously answered or contained in information readily available to
shareholders elsewhere and the answers do not constitute sensitive information that may harm the Company or its business operations if disclosed.
Voting by shareholders whose shares are registered on the Cyprus principal register and the South African branch register (JSE)
The attached form of proxy is only to be completed by those ordinary shareholders who:
• hold ordinary shares in certificated form or
• are recorded on the sub-register in ‘own name’ dematerialised form.
Ordinary shareholders who have dematerialised their ordinary shares through a CSDP or broker other than with ’own name’ registration and who
wish to attend the AGM virtually, must instruct their CSDP or broker to provide them with the relevant letter of representation to attend the AGM
by electronic means and they must provide the CSDP or broker with their voting instructions in terms of their custody agreement entered into
between them and the CSDP or broker. Please also refer to ’Electronic Participation’ below.
Unless shareholders advise their CSDP or broker, in terms of their agreement, by the cut-off time stipulated therein, that they wish to attend the
AGM or send a proxy to represent them, their CSDP or broker will assume that they do not wish to attend the AGM or send a proxy.
Shareholders who are unsure of their status or the action they should take, are advised to consult their CSDP, broker or financial adviser.
The attached form of proxy must be executed in terms of the Company’s Articles of Association and in accordance with the relevant instructions set
out on the form and for administrative reasons, it is requested that forms of proxy be lodged with the Company’s transfer secretaries not less than
48 hours before the time set down for the AGM. If required, additional forms of proxy may be obtained from the transfer secretaries or through the
Company’s website.
tharisa plc 2023 integrated annual report 187
Voting by depositary interest holders (LSE)
Holders of depositary interests will be sent a form of instruction separately to this Notice of AGM by the depositary, Computershare Investor Services
PLC. On receipt, holders of depositary interests should complete the form of instruction in accordance with the instructions printed thereon to direct
Computershare Company Nominees Limited as the custodian of their shares how to exercise their votes or (by following the instructions on the
form of instruction) indicate that they intend to attend the AGM in person or by proxy. If a holder of depositary interests indicates, in this manner,
that they intend to attend the AGM, Computershare Company Nominees Limited shall issue a letter of representation to the holder of depositary
interests giving them authorisation to attend the AGM. To be valid, the form of instruction must be completed in accordance with the instructions
set out in the form and returned as soon as possible to the offices of the depositary at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZY, England so as to be received no later than 09:00 UTC on Friday, 16 February 2024. Please also refer to
’Electronic Participation’ below.
Depositary interest holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service
may do so by using the procedures described in the CREST manual (available from www.euroclear.com/CREST). CREST personal members or other
CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or
voting services provider(s), who will be able to take the appropriate action on their behalf.
In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST voting instruction) must be properly
authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (EUI) and must contain the information required for such
instructions, as described in the CREST manual (available via www.euroclear.com/CREST).
The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the depositary must, in order
to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) no later than 09:00 UTC on Friday, 16 February 2024. For this
purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST voting instruction by the CREST
applications host) from which the issuer’s agent is able to retrieve the CREST voting instruction by enquiry to CREST in the manner prescribed by
CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST
voting instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action
as shall be necessary to ensure that a CREST voting instruction is transmitted by means of the CREST service by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of
the CREST manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST voting instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
VOTING
In accordance with the Company’s Articles of Association, all resolutions put to a vote at the AGM shall be decided on a poll. Every shareholder of
the Company shall have one vote for every share held in the Company by such shareholder. If you are in any doubt as to what action you should
take in respect of the resolutions provided for in this notice, please consult your CSDP, broker, banker, attorney, accountant or other professional
adviser. An abstention from voting is not a vote and will accordingly not be counted in the calculation of votes for and against resolutions.
LODGEMENT OF FORMS OF PROXY AND LETTERS OF REPRESENTATION
Ordinary shareholders who have dematerialised their shares through a CSDP or broker are advised to submit their votes to their CSDP/
broker by Wednesday, 14 February 2024 at the latest to ensure that their votes are included.
Forms of proxy and letters of representation should be delivered or posted to the Company’s transfer secretaries, Computershare Investor Services
Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa (Private Bag X9000, Saxonwold, 2132, South Africa), or
can be emailed to Computershare at proxy@computershare.co.za or to the Company at ir@tharisa.com, so as to be received by no later than
11:00 (SA time) on Monday, 19 February 2024, in accordance with clause 99 of the Company’s Articles of Association. Any shareholder who
completes and lodges a form of proxy will nevertheless be entitled to attend the virtual AGM, provided that he has obtained a letter of
representation to attend the AGM from his CSDP and taken the necessary steps outlined below.
ELECTRONIC PARTICIPATION
Tharisa has made provision for shareholders (or their proxies) to participate in the AGM by joining a Microsoft Teams virtual meeting room.
Shareholders or their duly appointed proxy(ies) (Participant/s) who wish to participate in the AGM via electronic communication, must apply to the
Company’s transfer secretaries at proxy@computershare.co.za by no later than 11:00 on Friday, 16 February 2024.
SHAREHOLDER INFORMATIONtharisa plc 2023 integrated annual report 188
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Participants are advised that they will not be able to vote during the meeting. Should they wish to have their vote counted at the meeting,
Participants must act in accordance with the general proxy and form of instruction submission instructions outlined on pages 189 and 190 of this
notice.
Shareholders must take note of the following:
• A limited number of telecommunication lines will be available.
• Each Participant will be contacted between 09:00 and 11:00 on Wednesday, 21 February 2024 via email and/or SMS. Participants will be
provided with a link to the virtual meeting room and a PIN code to allow them to dial-in.
• The cut-off time for dialling in on the day of the meeting will be at 11:10 on Wednesday, 21 February 2024, and no late dial-in will be possible.
The following information is required:
Full name of the shareholder
•
•
Identity number, passport number or other form of identification of the shareholder
• Email address
• Mobile phone number
• Name of CSDP/broker (if the shares are in dematerialised form)
• Contact person at the CSDP/broker
• Contact number at the CSDP/broker
• Number of shares held
•
Letter of representation issued by (name of broker/CSDP)
Terms and conditions for participation in the virtual AGM via electronic communication
1. The cost of dialling in using a telecommunication line to participate in the AGM is for the expense of the Participant and will be billed separately
by the Participant’s own telephone service provider.
2. The Participant acknowledges that the telecommunication lines are provided by a third party and indemnifies Tharisa against any loss, damage,
penalty or claim arising in any way from the use or possession of the telecommunication lines whether or not the problem is caused by any act
or omission on the part of the shareholder/Participant or anyone else.
3. Shareholders who wish to participate in the meeting by dialling in must note that they will not be able to vote during the meeting. Such
shareholders, should they wish to have their votes counted at the meeting, must act in accordance with the general instructions contained in
this notice of AGM by:
(a) completing the form of proxy; or
(b) contacting their CSDP/broker with their voting instructions.
4. The application will only be successful if the emailed application contains the required information and the terms and conditions have been
complied with.
By order of the Board
Sanet Findlay
Group Company Secretary
14 December 2023
tharisa plc 2023 integrated annual report FORM OF PROXY
189
THARISA plc
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number: HE223412)
JSE share code: THA
LSE share code: THS
A2X share code: THA
ISIN: CY0103562118
LEI: 213800WW4YWMVVZIJM90
(Tharisa or the Company)
This form of proxy relates to the annual general meeting (AGM) of shareholders of the Company to be held at First Floor Office 108, S. Pittokopitis
Business Centre, 17 Neophytou Nicolaides and Kilkis Streets, Paphos, Cyprus on Wednesday, 21 February 2024 at 11:00 Cyprus time (UTC +2) and
should be completed only by registered certificated shareholders and shareholders who have dematerialised their shares with ’own name’
registration.
All other dematerialised shareholders holding shares other than with ‘own name’ registration who wish to attend the virtual AGM must inform their
CSDP or broker of their intention to attend the AGM and request their CSDP or broker to issue them with the relevant letter of representation. In
order to have their votes counted, shareholders must provide their CSDP or broker with their voting instructions in terms of the relevant custody
agreement entered into between them and the CSDP or broker whether or not they choose to attend the virtual AGM. These shareholders must not
complete this form of proxy. Please also refer to notes 14 and 15 below.
This form of proxy should be read with the notice of AGM. Please print clearly and refer to the notes at the end of this form for an explanation on
the use of this form of proxy and the rights of the shareholder and the proxy.
I/We
of address
being the holder of Tharisa shares, hereby appoint (see notes 1 and 3)
1.
or failing him/her
2.
the chairman of the AGM, as my/our proxy to act for me/us and on my/our behalf at the AGM which will be held for the purpose of considering
and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at any adjournment thereof; and to vote for
and/or against the resolutions and/or abstain from voting in respect of the Tharisa shares registered in my/our name(s), in accordance with the
following instructions (see note 3):
or failing him/her
For
Against
Abstain
Ordinary business
Ordinary resolution number 1 is non-binding and does not require a minimum threshold
Ordinary resolutions numbers 2 and 3 require support of a simple majority (more than 50%) of the votes
exercised in respect of each resolution adopted
Ordinary resolution number 1: Adoption of annual financial statements
Ordinary resolution number 2: Appointment of external auditor
Ordinary resolution number 3.1: Election of Hao Chen as a director
Ordinary resolution number 3.2: Re-election of Shelley Wai Man Lo as a director
Special business
Ordinary resolutions numbers 4 and 5 require support of a simple majority (more than 50%) of the votes
exercised in respect of each resolution to be adopted
Ordinary resolution number 6 requires a 75% majority of the votes exercised to be adopted
Ordinary resolutions 7.1 and 7.2 are non-binding and do not require a minimum threshold
Special resolution number 1 requires support of at least 75% of the votes exercised to be adopted
Ordinary resolutions numbers 8 and 9 require support of a simple majority (more than 50%) of the votes
exercised in respect of each resolution to be adopted
Ordinary resolution number 4: Control of authorised but unissued shares
Ordinary resolution number 5: Dis-application of pre-emptive rights
Ordinary resolution number 6: General authority to allot and issue shares for cash
Ordinary resolution number 7.1: Approval, through a non-binding advisory vote, of the Group remuneration
policy
Ordinary resolution number 7.2: Approval, through a non-binding advisory vote, of the Group remuneration
implementation report
Special resolution number 1: General authority to repurchase shares
Ordinary resolution number 8: Final dividend
Ordinary resolution number 9: Directors’ authority to implement ordinary and special resolutions
Please indicate with an ’X’ in the space provided above how you wish your votes to be cast.
Signed at
Signature
Assisted by (if applicable) (see note 7)
on
2023/2024
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NOTES TO THE FORM OF PROXY
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
A registered shareholder may appoint an individual as a proxy, including an individual who is not a shareholder of the Company, to participate
in, speak and vote at a shareholders’ meeting on his/her behalf. Should this space be left blank, the proxy will be exercised by the chairman
of the meeting.
The person whose name appears first on the form of proxy and who is present at the AGM will be entitled to act as proxy to the exclusion of
those whose names follow.
A proxy may delegate his/her authority to act on your behalf to another person, subject to any restriction set out in this form of proxy.
A shareholder’s instructions to the proxy must be indicated by the insertion of an ’X’, or the number of votes exercisable by that shareholder,
in the appropriate box provided. The proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder at the AGM,
but only as directed on this form of proxy.
If there is no clear indication as to the voting instructions to the proxy, the form of proxy will be deemed to authorise the proxy to vote or to
abstain from voting at the AGM as he/she deems fit in respect of all the shareholder’s votes exercisable.
For administrative reasons, it is requested that the completed form of proxy be lodged with the transfer secretaries of the Company,
Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa
(Private Bag X9000, Saxonwold, 2132, South Africa) or emailed to proxy@computershare.co.za, so as to be received by them by no later
than 11:00 (UTC +2) on Monday, 19 February 2024, being no later than 48 hours before the AGM to be held at 11:00 (UTC +2) on
Wednesday, 21 February 2024. Forms of instruction must be lodged with Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS13 8AE, United Kingdom, so as to be received by them by no later than 09:00 on Friday, 16 February 2024. The chairman of
the AGM may, in his discretion, accept proxies that have been delivered after the expiry of the aforementioned period up to and until the
time of commencement of the AGM, at his sole discretion.
This form of proxy must be dated and signed by the shareholder appointing the proxy. The completion of blank spaces does not have to be
initialled, but any alteration or correction made to this form of proxy must be initialled by the signatory/ies. A minor must be assisted by his/
her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the
Company.
Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this
form of proxy unless previously recorded by the Company or waived by the chairman of the AGM. CSDPs or brokers registered in the
Company’s sub-register voting on instructions from beneficial owners of shares registered in the Company’s sub-register, are requested to
identify the beneficial owner in the sub-register on whose behalf they are voting and return a copy of the instruction from such owner to the
Company’s transfer secretaries, together with this form of proxy.
The chairman of the meeting shall be entitled to decline or accept the authority of a person signing the form under a power of attorney or
on behalf of a company, unless the power of attorney is deposited at the Company’s transfer secretaries not later than 48 hours before the
meeting.
The appointment of the proxy or proxies will be suspended at any time to the extent that the shareholder chooses to act directly and in
person in the exercise of any of his/her rights as a shareholder at the AGM.
The appointment of the proxy is revocable unless expressly stated otherwise in this form of proxy. The proxy appointment may be revoked by
cancelling it in writing, or making a later inconsistent appointment of a proxy and delivering a copy of the revocation instrument to the proxy
and to the Company’s transfer secretaries. Please note the revocation of a proxy appointment constitutes a complete and final cancellation of
the proxy’s authority to act on behalf of the shareholder, as of the date stated in the revocation instrument, if any, or the date on which the
revocation instrument was delivered to the Company’s transfer secretaries and the proxy, as aforesaid.
12.
The appointment of the proxy remains valid only until the end of the AGM or any adjournment or postponement thereof, unless it is revoked
by the shareholder before then on the basis set out above.
13. Holders of depositary interests on the LSE must not complete this form of proxy. Holders of depositary interests will be sent a separate form
of instruction by the depositary, Computershare Investor Services PLC. On receipt, holders of depositary interests should complete the form of
instruction in accordance with the instructions printed thereon to direct Computershare Company Nominees Limited as the custodian of their
shares how to exercise their votes.
14.
Tharisa has made provision for shareholders (or their proxies) to participate in the AGM by joining a Microsoft Teams virtual meeting room.
15.
Shareholders or their duly appointed proxy(ies) are advised that they will not be able to vote during the meeting. Should they wish to have
their vote counted at the meeting, they must provide their CSDP or broker with their voting instructions or lodge their proxies or letters of
instruction with Computershare, whichever is applicable.
tharisa plc 2023 integrated annual report GLOSSARY
191
In this integrated annual report, unless otherwise indicated, the words in the
first column have the meanings stated opposite them in the second column,
words in the singular include the plural and vice versa, words denoting one
gender include the other, and words denoting natural persons include juristic
persons and associations of persons and vice versa.
4PGE or 3PGE + Au
Platinum Group Metals comprising platinum, palladium, rhodium and gold
5PGE + Au
6PGE + Au
AET
AIP
AGM
AMCU
Appreciation right
ART
Arxo Logistics
Arxo Metals
Arxo Resources
Award
Au
BAPS
BEE
BMI
Board
Bushveld Complex
Calibre
CBT
certificated shares
Platinum Group Metals comprising platinum, palladium, rhodium, ruthenium, iridium and gold
5PGE plus osmium
adult education and training
alien invasive plant
the Annual General Meeting of the Company
the Association of Mineworkers and Construction Union of South Africa
the award which takes the form of a right to call for shares of an aggregate market value or
receive a cash amount equal to the increase (if any) between the date an award is granted and the
exercise date of the market value of such number of shares as is specified in the notice of award
and has vested
antiretroviral treatment
Arxo Logistics Proprietary Limited (Registration number 2009/006720/07), a private company duly
registered and incorporated in South Africa, a wholly owned subsidiary of the Company
Arxo Metals Proprietary Limited (Registration number 2011/143342/07), a private company duly
registered and incorporated in South Africa, an indirect wholly owned subsidiary of the Company
Arxo Resources Limited (Registration number HE221459), a public company duly registered and
incorporated in Cyprus, a wholly owned subsidiary of the Company
the award granted under the Share Award Plan in the form of a conditional award or an
appreciation right
gold
biodiversity action plans
Black Economic Empowerment, as defined in the MPRDA and ’broad-based socioeconomic
empowerment’ as defined in the Mining Charter
BMI Drilling Proprietary Limited (Registration number 2010/001913/07)
the Board of Directors of the Company
a major intrusive body in the northern part of South Africa, that has undergone remarkable
magmatic differentiation, and the leading source of PGMs and chromium
Calibre Clinical Consultants Proprietary Limited (Registration number 2005/005494/07), a private
company duly registered and incorporated in South Africa
computer-based training
Shares which are held and represented by a share certificate or other tangible document of title,
which shares have not been dematerialised in terms of the requirements of Strate
Challenger or Challenger Plant
the integrated beneficiation plant adjacent to the Genesis Plant to produce chemical and foundry
grade concentrate owned by Arxo Metals
Charter Scorecard
the Scorecard for the Mining Charter published pursuant to section 100(2)(a) of the MPRDA
under Government Gazette No. 26661 of 13 August 2004, as amended by General Notice 1002 of
27 September 2018
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GLOSSARY CONTINUED
chemical grade concentrate
the main ingredient in the production of chrome chemicals. The critical specifications are a
minimum of 45% Cr2O3, and a maximum of 1.28% SiO2
chrome
chrome concentrate
chrome alloys
chromite
chromitite
chromitite layers
chromium or Cr
CIF
cm
Coffey
used to reference any form of chromium, Cr or chrome concentrate
any combination of chemical, foundry and/or metallurgical grade concentrate with a
predominance of metallurgical grade concentrate
a chrome alloy produced directly through smelting using carbon as a reducing agent in the
presence of fluxes, which alloy is used as primary raw material in the production of stainless steel
a hard, black, refractory chromium-spinel mineral consisting of varying proportions of the oxides
of iron chromium, aluminium and magnesium
a rock composed essentially of chromite, that typically occurs as layers or irregular masses
exclusively associated with magmatic complexes. The bulk of the world’s exploitable chromitite
occurs almost exclusively in layered complexes
thick accumulations of chromite grains to form monomineralic bands or layers, which chromitite
layers are typically greater than 30 cm thick
the element chromium (Cr) is classified as a metal and is situated between other metals such as
vanadium (V), manganese (Mn) and molybdenum (Mo) in the periodic table of elements
cost, insurance and freight as defined in Incoterms 2010
centimetres
Coffey Mining (South Africa) Proprietary Limited (Registration number 2006/030152/07), a private
company duly registered and incorporated in South Africa
Company, Tharisa
Tharisa plc, a company incorporated under the laws of Cyprus with registration number HE223412
Competent Person’s Report or CPR
a report compiled by an independent Competent Person (CP) relating to the technical aspects of
a mine that may include a techno-financial model
Conditional award
an award which takes the form of a contingent right to receive, at no or nominal cost, such
number of ordinary shares or receive a cash amount as is specified in the notice of award and
has vested
CSE
CSI
Cr2O3
CREST
the Cyprus Stock Exchange
corporate social investment
chromium (III) oxide
the relevant system (as defined in the Uncertificated Securities Regulations) in respect of which
Euroclear UK & Ireland is the operator
CSDP Markets Act
a Central Securities Depository Participant as defined in section 1 of the Financial Markets Act
Cyprus
the Republic of Cyprus
Cyprus Companies Law
Companies Law, Chapter 113 of the laws of Cyprus, as amended, supplemented, or otherwise
modified from time to time
dematerialise, dematerialised or
dematerialisation
the process by which physical share certificates are replaced with electronic records of ownership
in accordance with the rules of Strate
dematerialised shares
DFFE
Depositary
Depositary interests or DI
shares which are held in electronic form as uncertificated securities in accordance with the
requirements of Strate
Department of Forestry, Fisheries and Environment
Computershare Investor Services PLC
the dematerialised depositary interests issued by the Depositary in respect of the underlying
ordinary shares
tharisa plc 2023 integrated annual report 193
Disclosure and Transparency Rules or DTR
the Disclosure and Transparency Rules made by the FCA under Part VI of the Financial Markets
Act, 2000
DMRE
DWS
EA
EAP
EIA
EMP
EMPR
Eskom
the South African Department of Mineral Resources and Energy
Department of Water and Sanitation, South Africa
environmental authorisation
Employee Assistance Programme
environmental impact assessment
the environmental management plan in terms of the MPRDA
environmental management programme report
Eskom Holdings SOC Limited
Equator Principles
the set of voluntary guidelines adopted and interpreted in accordance with International Finance
Corporate Performance Standards and the World Bank’s EHS guidelines, adopted by Equator
Principle Financial Institutions, as updated from time to time
Euroclear UK & Ireland
Euroclear UK & Ireland Limited, the operator of CREST
the FCA
FCA
FEED
FIFR
foundry grade
g/t
GBP
the Financial Conduct Authority of the United Kingdom
Free carrier – a trade term requiring the seller to deliver goods to the carrier or another person
nominated by the buyer at the seller’s premises or another named place. Costs for transportation
and risk of loss transfer to the buyer after delivery to the carrier
front-end engineering and design
fatality injury frequency rate
concentrate saleable chromium-rich product typically more than 45% Cr2O3 less than 1% SiO2 and
a specific particle size distribution
grammes per tonne
British pound, the lawful currency of the United Kingdom
Genesis or Genesis Plant
the 100 000 tpm nameplate capacity processing plant to produce PGM and chrome concentrate,
owned by Tharisa Minerals
GN704 Regulations
Government Notice 704 Regulations
GHG
Group
HDSA
HDP
HRD
ICDA
IDP
IFRS
illuvial chrome
Impala Platinum
Incoterms 2010
greenhouse gas
the Company including all its subsidiaries
historically disadvantaged South Africans as defined in the MPRDA and the Mining Charter
historically disadvantaged persons/people
human resources development
the International Chromium Development Association
Individual development plans
International Financial Reporting Standards
at surface chrome fines generated from seams as a result of weathering
Impala Platinum Limited, a subsidiary of Impala Platinum Holdings Limited (Registration
number 1957/001979/06), a public company duly registered and incorporated in South Africa
the Incoterms rules are a series of pre-defined commercial terms published by the International
Chamber of Commerce that are widely used in international commercial transaction or
procurement processes
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GLOSSARY CONTINUED
Indicated Mineral Resource
Inferred Mineral Resource
Investec Bank
Investment agreement
Ir
IWUL
an Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or
quality, densities, shape and physical characteristics are estimated with sufficient confidence to
allow the application of modifying factors in sufficient detail to support mine planning and
evaluation of the economic viability of the deposit. Geological evidence is derived from adequately
detailed and reliable exploration, sampling and testing and is sufficient to assume geological and
grade or quality continuity between points of observation
an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or
quality are estimated on the basis of limited geological evidence and sampling. Geological
evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred
Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and
must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred
Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration
Investec Bank Limited (Registration number 1969/004763/06), a public company duly registered
and incorporated in South Africa
the Investment Project Framework Agreement entered into between Karo Holdings and the
Republic of Zimbabwe on 22 March 2018
Iridium
integrated water use licence
JSE or Johannesburg Stock Exchange
JSE Limited (Registration number 2005/022939/06), a public company duly registered and
incorporated in South Africa and licensed in terms of the Financial Markets Act, No. 19 of 2012
JSE Listings Requirements
the Listings Requirements of the JSE, as amended from time to time
K3 UG2 chrome plant
Karo Mining Holdings
Karo Platinum
Karo Refining
the chrome concentrate recovery plant associated with Sibanye-Stillwater’s K3 plant
Karo Mining Holdings plc (Registration number HE380340), a public company duly registered and
incorporated in Cyprus; held 75% by Tharisa plc
Karo Platinum (Private) Limited (Registration number 7178/2013), a private company duly
registered and incorporated in Zimbabwe
Karo Refining (Private) Limited (Registration number 666/2015), a private company duly registered
and incorporated in Zimbabwe
Karo Zimbabwe Holdings
Karo Zimbabwe Holdings (Private) Limited (Registration number 665/2015), a private company duly
registered and incorporated in Zimbabwe
King IV
km
koz
kt
ktpm
Leto Settlement
Listing
Listing Rules
LOM
the King IV Code on Corporate Governance 2016 (South Africa)
thousand metres
thousand ounces
thousand tonnes
thousand tonnes per month
a discretionary trust established in accordance with the trusts (Guernsey) Law 1989 by Artemis
Trustees Limited, in its capacity as trustee of the Zeus Settlement, out of a portion of the trust
assets of the Zeus Settlement, for the benefit of Adonis Pouroulis, his wife and children
the primary listing of Tharisa, a foreign registered company, in the ’General Mining’ sector
of the main board of the JSE under the abbreviated name ’Tharisa’, JSE code ’THA’ and
ISIN CY0103562118
the Listing Rules made by the FCA under Part VI of the Financial Markets Act, 2000
life of mine, being the expected remaining years of production based on production rates and ore
Mineral Reserves
London Stock Exchange or LSE
the London Stock Exchange plc
tharisa plc 2023 integrated annual report 195
LTI
LTIFR
lost-time injury resulting in the injured being unable to attend/return to work to perform the full
duties of his/her regular work, as per advice of a suitably qualified medical professional, on the
next calendar day after the injury
lost-time injury frequency rate, the number of lost-time injuries per 200 000 hours worked
Main Market
the Main Market of the LSE
Measured Mineral Resource
a Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or
quality, densities, shape, and physical characteristics are estimated with confidence sufficient to
allow the application of modifying factors to support detailed mine planning and final evaluation
of the economic viability of the deposit. Geological evidence is derived from detailed and reliable
exploration, sampling and testing and is sufficient to confirm geological and grade or quality
continuity between points of observation. A Measured Mineral Resource has a higher level of
confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral
Resource. It may be converted to a Proved Mineral Reserve or to a Probable Mineral Reserve
metallurgical grade concentrate
saleable chromium-rich product typically of 42% Cr2O3
MetQ
MG0
MG1
MG2
MG3
MG4
MG4A
MG chromitite layers
MHSA
MHSC
Mineral Reserve
MetQ Proprietary Limited Registration number 2003/018862/07 a South African registered
business
chromitite layer that consists of chromitite dissemination with more chromitite layers and stringers,
that are developed in the footwall pyroxenite of the MG1 chromitite layer
chromitite layer that typically has a massive chromitite content with minor feldspathic pyroxenite
partings or layering. In some areas the MG1 chromitite layer has developed into two chromitite
layers separated by a feldspathic pyroxenite
chromitite layer that consists of three groupings of chromitite layers which from the base are the
MG2A chromitite layer, MG2B chromitite layer and the MG2C chromitite layer. The partings
are typically feldspathic pyroxenite. The parting between the MG2B chromitite layer and MG2C
chromitite layer includes a platiniferous chromitite stringer
chromitite layer that is occasionally a massive chromitite layer but more often a very irregular
assemblage of chromitite layers and stringers within a norite and/or anorthosite. The top of the
package typically consists of thin chromitite stringers and dissemination of chromite in norite
which develops into a massive layer at the base
the MG4 chromitite layer consists of a lower chromitite (MG4(0) chromitite layer) (approximately
0.6 m thick) immediately overlain by a norite (approximately 0.85 m thick) followed by the
chromitite layer of the MG4 chromitite layer (approximately 1.8 m thick), overlain by another
parting, of feldspathic pyroxenite composition, some 3.2 m thick and finally overlain by the
chromitite of the MG4A chromitite layer (approximately 1.5 m thick)
the MG4A chromitite layer consists of several chromitite layers within a pyroxenite host rock
group of five chromite layers that are known in the lower and upper critical zone of the
Bushveld Complex
the Mine Health and Safety Act, 1996 of South Africa
the Mine Health and Safety Council of South Africa
a Mineral Reserve is the economically mineable part of a Measured and/or Indicated Mineral
Resource. It includes diluting materials and allowances for losses, which may occur when the
material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as
appropriate that include application of modifying factors. Such studies demonstrate that, at the
time of reporting, extraction could reasonably be justified. The reference point at which Mineral
Reserves are defined, usually the point where the ore is delivered to the processing plant, must be
stated. It is important that, in all situations where the reference point is different, such as for a
saleable product, a clarifying statement is included to ensure that the reader is fully informed as to
what is being reported
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GLOSSARY CONTINUED
Mineral Resource
a ‘Mineral Resource’ is a concentration or occurrence of solid material of economic interest in or
on the earth’s crust in such form, grade or quality and quantity that there are reasonable prospects
for eventual economic extraction. The location, quantity, grade, continuity and other geological
characteristics of a Mineral Resource are known, estimated or interpreted from specific geological
evidence and knowledge, including sampling
Mines and Minerals Act
the Mines and Minerals Act of Zimbabwe [Chapter 21:05]
Mining Charter
Mining Right
MRDF
MPRDA
MQA
Mt
MTC
Mtpa
MW
MWh
NAAQS
NEMA
NEMWA
NGOs
Northam
NQF
NUM
NWA
NWDEDECT
OEM
Official List
oz
ozpa
pa
PCDs
Pd
PDMRs
the Broad-based Socio-economic Empowerment Charter for the South African Mining Industry
(together with the Charter Scorecard), published pursuant to section 100(2)(a) of the MPRDA
under Government Gazette No. 26661 of 13 August 2004 and thereafter amended by General
Notice 1002 of 27 September 2018
a new order Mining Right, granted by the DMRE in terms of the MPRDA, which provides the
holder thereof the required legal title to mine
mineral residue disposal facilities
Mineral Petroleum Resources Development Act
Mining Qualifications Authority of South Africa
million tonnes
medical treatment case
million tonnes per annum
megawatt
megawatt hour
National Ambient Air Quality Standard
National Environmental Management Act of 2008 of South Africa
National Environmental Management Waste Act of 2008 of South Africa
Non-governmental organisations
Northam Platinum Holdings Limited, a public company duly incorporated and registered in South Africa
(Registration number 2020/905346/06) is an independent, empowered, integrated producer of platinum
group metals
National Qualifications Framework of South Africa
the National Union of Mineworkers of South Africa
National Water Act of 1998 of South Africa
North West Department of Economic Development, Environment, Conservation and Tourism
original equipment manufacturer
the official list of the FCA
a troy ounce which is exactly 31.1034768 grams
oz per annum
per annum
pollution control dams
Palladium
Person/s Discharging Managerial Responsibility – persons who have access to price sensitive
information on a regular basis and who may therefore not deal in a company’s securities in
a closed period
tharisa plc 2023 integrated annual report 197
Pivot
PGE
PGMs
Pivot Mining Consultants Proprietary Limited (Registration number 2006/030152/07), a private
company duly registered and incorporated in South Africa
Platinum group elements
Platinum Group Metals being platinum, palladium, rhodium, ruthenium, iridium, and osmium
PGM concentrate
the commercially acceptable flotation concentrate containing PGMs
PRC or China
prill split
Proved Mineral Reserve
Probable Mineral Reserve
the Peoples Republic of China
a breakdown by mass of the various PGM metals contained in PGM containing materials
a Proved Mineral Reserve is the economically mineable part of a Measured Mineral Resource.
A Proved Mineral Reserve implies a high degree of confidence in the modifying factors
a Probable Mineral Reserve is the economically mineable part of an Indicated, and in some
circumstances, a Measured Mineral Resource. The confidence in the modifying factors applying to
a Probable Mineral Reserve is lower than that applying to a Proved Mineral Reserve
Prospecting Right
a prospecting right granted by the DMRE in terms of the MPRDA
Pt
Redox One
reef
R&D
Rh
RNS
ROM
Ru
Salene Chrome
SAMREC Code
SAMVAL Code
SDGs
SENS
SETA
Platinum
Redox One provides a cost effective, safe and scalable long-term energy storage solution to address the
needs of a decarbonised world
in the context of this integrated annual report, reef refers to any or all the MG and
UG chromitite layers
Research and Development
rhodium
the Regulatory News Service of the LSE
run of mine, being the ore tonnage extracted to be processed
Ruthenium
Salene Chrome Zimbabwe (Private) Limited (Registration number 920/2015), formerly Maroon Blue
Consultants (Private) Limited, a private company duly incorporated and registered in Zimbabwe
the South African Code for the Reporting of Exploration Results, Mineral Resources and
Mineral Reserves (the SAMREC Code) 2016 Edition
the South African Code for the Reporting of Mineral Asset Valuation (The SAMVAL Code)
2016 Edition
Sustainable Development Goals
the Stock Exchange News Service of the JSE
Sector Education Training Authority, South Africa
Share Award Plan or TSAP
the Tharisa Share Award Plan approved by the shareholders
Shares
SHE
SIB
Sibanye-Stillwater
SiO2
SLP
all the issued ordinary shares of the Company of nominal value of US$0.001 each
safety, health and environment
stay in business capital expenditure
Sibanye-Stillwater Limited (Registration number 2014/243852/06) a public company duly
incorporated and registered in South Africa
silicon dioxide
Social and Labour Plan aimed at promoting employment and advancement of the social and
economic welfare of all South Africans while ensuring economic growth and socioeconomic
development as stipulated in the MPRDA
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GLOSSARY CONTINUED
SOP
standard operating procedures
South Africa or SA
the Republic of South Africa
SAGERS
Standard listing
Strate
stripping ratio
STS
TSF
t
tCO2e
TB
TCFD
Tharisa
Tharisa Mine
Tharisa Minerals
The Disclosure and Transparency Law
tpa
tpm
Transnet
UG1
UG2
South African Greenhouse Gas Emissions Reporting System
a listing on the standard segment of the official list
Strate Limited (Registration number 1998/022242/06), a limited liability public company duly
registered and incorporated in South Africa, which is a registered central securities depositary and
which is responsible for the electronic settlement system used by the JSE
the ratio, measured in m3 to m3 at which waste and interburden are removed, relative to
ore mined
standard threshold shift
tailings storage facility
tonne
tonnes of carbon dioxide equivalent
tuberculosis
Task Force on Climate-related Financial Disclosures
Tharisa plc (Registration number HE223412), a public company duly registered and incorporated
in Cyprus
Tharisa Minerals’ wholly owned PGM and chrome mining and processing operations located
in the magisterial district of Rustenburg (North West region), South Africa, situated in the
Bushveld Complex
Tharisa Minerals Proprietary Limited (Registration number 2006/009544/07), a company duly
registered and incorporated in South Africa, a wholly owned subsidiary of Tharisa plc
Law 190(I)/2007, as amended (law providing for transparency requirements in relation to
information about issuers whose securities are admitted to trading on a regulated market),
governed by the Cyprus Securities and Exchange Commission
tonnes per annum
tonnes per month
Transnet SOC Limited
the Upper Group 1 chromitite layer that is a well developed and consistent marker in the critical
zone of the Bushveld Complex that consists of a massive chromitite, chromitiferous pyroxenite,
bands of anorthosite, chromitite and norites and stringers of chromitites
the Upper Group 2 chromitite layer of the Bushveld Complex that is well known and typically
contains PGMs in a concentration that is sufficient for economic extraction
UG chromitite layers
the Upper Group chromitite layers of the Bushveld Complex
UK or United Kingdom
the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority or UKLA
the Financial Conduct Authority acting in its capacity as the competent authority for the purposes
of Part VI of the FSMA and in the exercise of its functions in respect of admission to the official list
USA
US$
VCT
the United States of America
United States dollar, the lawful currency of the US
voluntary counselling and testing
tharisa plc 2023 integrated annual report 199
VFEX
The Victoria Falls Stock Exchange (’VFEX’) is a subsidiary of the Zimbabwe Stock Exchange (’ZSE’)
established to kick start the Offshore Financial Services Centre (’OFSC’) earmarked for the special
economic zone in Victoria Falls. The VFEX is a US$ based exchange. Key incentives applicable to
the VFEX include capital raised by a company listed on VFEX may be held in an approved local or
offshore account with an internationally recognised banking institution; allowance to use offshore
settlement for trades; tax incentives for shareholders of shares listed on VFEX – 5% dividend
withholding tax (foreign investors only) and exemption from capital gains withholding tax.
Voyager or Voyager Plant
a 300 000 tpm nameplate capacity processing plant to produce PGM and chrome concentrate,
owned by Tharisa Minerals
Vulcan or Vulcan Plant
groundbreaking use of existing technologies in fine chrome recovery
WRD
ZAR or R or rand
Zimbabwe
Waste Rock Dump
South African rand, the lawful currency of South Africa
the Republic of Zimbabwe
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CORPORATE INFORMATION
THARISA plc
Incorporated in the Republic of Cyprus with limited liability
Registration number: HE223412
JSE share code: THA
LSE share code: THS
A2X share code: THA
ISIN: CY0103562118
LEI: 213800WW4YWMVVZIJM90
REGISTERED ADDRESS
Office 108 – 110
S. Pittokopitis Business Centre
17 Neophytou Nicolaides and Kilkis Streets
8011 Paphos
Cyprus
INVESTOR RELATIONS
Ilja Graulich
The Crossing, 372 Main Road
Bryanston, Johannesburg 2021
South Africa
Email: ir@tharisa.com
TRANSFER SECRETARIES
Cymain Registrars Limited
Registration number: HE174490
31 Evagoras Ave
Evagoras House
6th Floor
1066 Nicosia
Cyprus
POSTAL ADDRESS
PO Box 62425
8064 Paphos
Cyprus
WEBSITE
www.tharisa.com
DIRECTORS OF THARISA
Loucas Christos Pouroulis (Executive Chairman)
Phoevos Pouroulis (Chief Executive Officer)
Michael Gifford Jones (Chief Finance Officer)
Carol Bell (Lead Independent director)
David Salter (Independent non-executive director)
Antonios Djakouris (Independent non-executive director)
Omar Marwan Kamal (Independent non-executive director)
Roger Davey (Independent non-executive director)
Shelley Wai Man Lo (Non-executive director)
Zhong Liang Hong (Non-executive director)*
Hao Chen (Non-executive director)**
* Mr Zhong Liang Hong resigned with effect from 30 September 2023
** Mr Hao Chen appointed with effect from 1 October 2023
GROUP COMPANY SECRETARY
Sanet Findlay
The Crossing, 372 Main Road
Bryanston, Johannesburg 2021
South Africa
Email: secretarial@tharisa.com
ASSISTANT COMPANY SECRETARY
Lysandros Lysandrides
31 Evagoras Ave
Evagoras House
6th Floor
1066 Nicosia
Cyprus
COMPUTERSHARE INVESTOR SERVICES PROPRIETARY LIMITED
Registration number: 2004/003647/07
Rosebank Towers
15 Biermann Avenue
Rosebank 2196
South Africa
COMPUTERSHARE INVESTOR SERVICES PLC
Registration number: 3498808
The Pavilions, Bridgwater Road, Bristol BS13 8AE
England, United Kingdom
JSE SPONSOR
Investec Bank Limited
Registration number: 1969/004763/06
100 Grayston Drive
Sandown, Sandton 2196
South Africa
AUDITORS
Ernst & Young Cyprus Limited
Registration number: HE222520
Jean Nouvel Tower, 6 Stasinos Avenue
1060 Nicosia
Cyprus
BROKERS
Peel Hunt LLP (UK joint broker)
7th Floor 100 Liverpool St, London EC2M 2AT,
United Kingdom
+44 20 7418 8900
BMO Capital Markets Limited (UK joint broker)
6th Floor 100 Liverpool St, London EC2M 2AT,
United Kingdom
+44 20 7236 1010
Joh. Berenberg, Gossler & Co. KG (UK joint broker)
60 Threadneedle Street, London EC2R 8HP
England, United Kingdom
+44 20 3207 7800
Tharisa-limited
Tharisa_sa
tharisa plc 2023 integrated annual report About Tharisa
Tharisa is an integrated resource group critical to the energy transition and decarbonisation of economies. It incorporates
exploration, mining, processing and the beneficiation, marketing, sales, and logistics of PGMs and chrome concentrates, using
innovation and technology as enablers. Its principal operating asset is the Tharisa Mine, located in the south-western limb of
the Bushveld Complex, South Africa. The mine has a 13-year open pit life and is strategically advancing the vast mechanised
underground resource which extends for over 60 years. Tharisa is developing Karo Platinum, a low-cost, open pit PGM asset
located on the Great Dyke in Zimbabwe.
The Company is committed to reducing its carbon emissions by 30% by 2030 and the development of a roadmap to become
net carbon neutral by 2050. As part of this energy transition, the 40MW solar project adjacent to the Tharisa Mine is well
advanced. Redox One, a wholly owned subsidiary, is accelerating the development of proprietary iron-chromium redox flow
long duration battery storage utilising the commodities we mine.
Tharisa plc is listed on the Johannesburg Stock Exchange (JSE: THA) and the main board of the London Stock Exchange
(LSE: THS).
Printed on NAUTILUS® Super White by Mondi
The NAUTILUS® product provides premium quality 100% recycled paper from 100% post-consumer waste, taking care of
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REGISTERED OFFICE
Office 108 – 110
S. Pittokopides Business Centre
17 Neophytou Nicolaides and Kilkis Streets
8011 Paphos
Cyprus
CrCrCHROMIUMRhRhRHODIUMPtPLATINUMPt