enriching lives through innovating
the resources company of the future
2024 integrated annual report
DEVELOP
DISCOVER
DELIVER
DIVERSIFY
■ 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
PURPOSE STATEMENT
enriching lives
through innovating the
resources company of
the future
OUR VALUES
VISION
To generate value by
becoming a globally
significant, low‑cost
producer of strategic
commodities that are
required to deliver a
sustainable future.
DRIVING OUR PURPOSE
CONTENTS
* Copyright and trademarks are owned by the Institute of Directors
in South Africa NPC and all of its rights are reserved.
OVERVIEW
Scope and boundary
IFC
Why invest in Tharisa
1
Our strategy
2
Sustainability letter
4
Performance highlights
6
Where we operate and the operational structure
10
Group history
12
Ten-year review
14
STRATEGIC REVIEW
Chairman’s review
16
How Tharisa creates shared value
18
Stakeholder engagement
22
Chief Executive Officer’s review
24
Chief Finance Officer’s review
28
Chief Operating Officer’s review
32
OPERATIONAL REVIEW
Our Group companies
34
Market review
44
Principal risks and uncertainties
48
SUSTAINABILITY
Our approach to sustainability
56
Our environmental stewardship
61
Task Force on Climate-related Financial Disclosures (TCFD)
85
Our social impact
86
Seven-year ESG data
96
MINERAL RESOURCE AND MINERAL
RESERVE STATEMENT
98
GOVERNANCE
Board of Directors
116
Corporate governance
120
King IVTM* application
134
Remuneration report
145
Directors’ report
154
Report of the Audit Committee
156
FINANCIAL REVIEW
Consolidated financial statements
160
Notes to the consolidated financial statements
167
SHAREHOLDER INFORMATION
Investor relations report
194
Notice of annual general meeting
196
Form of proxy
205
Glossary
207
Corporate information
216
Scope and boundary
Tharisa (or the Company or the Group) is pleased to
present its eleventh integrated annual report since listing
on the Johannesburg Stock Exchange (JSE) and the ninth
since the 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,
its research activities in Germany, as well as its environmental, social
and governance (ESG), strategy, risks, opportunities, and prospects.
The report covers the financial year from 1 October 2023 to
30 September 2024.
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.
Assurance
The Board acknowledges its responsibility for ensuring the integrity
of this integrated annual report. The Audit Committee recommended
the 2024 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 consolidated financial statements on pages 160 to 192 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.
Forward-looking statements
This report may contain forward-looking statements and information
about to the Group. By its very nature, such forward-looking
statements and information require the Company to make
assumptions that may not materialise or that may not be accurate.
Such forward-looking information and statements involve known and
unknown risks, uncertainties and other important factors beyond the
control of the Company that could cause the actual performance or
achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking information and statements. Nothing in this
report should be construed as a profit forecast. Past share
performance cannot be relied on as a guide to future performance.
Frameworks
Tharisa applies the principles of King IV to its decision making, strategy
formulation and implementation. These principles have also been
applied when 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.
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
Find further information on additional pages
Navigating this report
tharisa plc 2024 integrated annual report
Diversification, beneficiation and
energy transition
We are in the construction phase of our newest PGM asset at
Karo Platinum, diversifying the Company’s portfolio, in commodity
and geographically. The Arxo Metals beneficiation site has advanced
significantly, further proving our DC smelting technology for PGM
metals, while production of commercial chrome alloy from a
unique and proprietary process commenced this year using the
Company’s raw materials, including chrome.
Our innovative redox flow technology solutions form part of our
energy transition roadmap including various renewable
energy opportunities.
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 Platinum Group
Metals (PGMs) and chrome concentrates, using innovation and technology as enablers.
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. 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 most extensive stainless-steel
producers with 10% of their annual chrome needs.
Our
investment
case
Capital discipline
Tharisa had a cash balance of US$223.5 million at the end of the
year and a debt of US$106.2 million, resulting in a positive net cash
position of US$117.3 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 3.0 cents has been proposed, bringing the
cash return to US 4.5 cents per share for FY2024, a payout ratio of
16.1% on non-adjusted net profit after tax (NPAT).
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 making up a quarter of our annualised chrome
output, being sold into diversified global markets.
Arxo Logistics manages all Tharisa’s commodity movements
ensuring the on-time delivery of materials.
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 16 years. We
have two separate processing plants offering further operational
flexibility, involving primary mass extraction of chrome, followed
by PGM flotation and 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
Output to double at long-life assets
With over a decade and a half history of production at Tharisa and
Karo under development, our PGM output is set to nearly double,
and added to our significant chrome production, we provide
multigenerational life of mine (LOM) of strategic commodities with
solid margins due to the modern nature of the mine using highly
skilled labour force.
Our continued investment has ensured that our assets remain at full
operational readiness and the best standards in the industry.
Mechanised operations and skilled labour force
Geographic and commodity diversification with Karo Platinum
under construction
Three separate processing plants providing
operational flexibility
Proven management track record
Positioned on the lower end of the PGM cost curve
Capital discipline with an annual dividend policy of distributing
at least 15% of NPAT
Integrated marketing, sales and logistics platforms
Capacity to produce PGMs and metallurgical and specialty-grade
chrome concentrates for differentiated markets
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
Extensive Research at Arxo Metals, developing new technologies
and viable mineral extraction and beneficiation capabilities
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 aligns with our innovative thinking philosophy and agility,
using technology as our enabler and as our differentiator
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.
Supporting our investment case are the following unique competitive strengths:
1
OVERVIEW
tharisa plc 2024 integrated annual report
OUR STRATEGY
EXPAND AND ROLL OUT THE
BUSINESS SUSTAINABLY
FURTHER OPTIMISE
EXISTING OPERATIONS
CONTINUE TO INVEST IN
INNOVATIVE THINKING
We continuously strive to enhance the efficiency
of our current operations. We maximise output
and resource utilisation by implementing best
practices in mining, processing, marketing,
logistics and administration. Our commitment to
operational excellence enables us to adapt to
changing market conditions and leverage our
non-renewable resources effectively.
To keep pace with ever-evolving markets, we are
committed to consistently improving our
operations across all areas, including mining,
processing, marketing, logistics, administration
and group support services. This ongoing
evaluation ensures that we maximise output from
our non-renewable resources while continuously
assessing the most effective extraction methods.
Innovation is at the heart of Tharisa’s philosophy.
We prioritise research and development (R&D) to
drive forward-thinking solutions and maintain our
competitive edge. Our ability to take projects
from conception to commercialisation, especially
in product beneficiation and clean energy,
showcases our commitment to pioneering
advancements in our industry.
R&D are integral to Tharisa’s operations. Our
success in moving projects from concept to
commercialisation, particularly in product
beneficiation and clean energy, demonstrates
our commitment to innovation. We continuously
strive to achieve industry firsts, reflecting our
dedication to advancing our operations and
the mining sector as a whole.
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.
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.
Our strategic pillars driving growth
Tharisa’s growth and diversification strategy is built on six key strategic pillars, aimed at delivering maximum value for both
shareholders and stakeholders. This approach balances growth with a strong commitment to environmental stewardship,
with safety as a core value. These six strategic pillars are critical drivers that influence our ability to create value in the short,
medium and long term. Tharisa continues 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.
Tharisa is committed to expanding its operations
while ensuring sustainability remains at the core
of its business model. We aim to scale our
business by exploring new markets and
diversifying our product offerings, all while
maintaining a focus on responsible practices that
protect the environment. This sustainable growth
approach ensures that we create value not only
for shareholders but also for the communities
and ecosystems we interact with.
We are dedicated to the highest standards of
stewardship concerning land, water and air
resources. Our sustainable mining strategy
focuses on responsibly managing these resources
while developing and delivering on our project
pipeline. We ensure long-term sustainability by
increasing our operating asset base and
identifying new mineral deposits. The
establishment of our technical hub as a centre of
excellence provides vital technical support to our
operations and projects, reinforcing our role as
custodians of multigenerational assets.
2
tharisa plc 2024 integrated annual report
BECOME A GLOBAL AND
DIVERSIFIED BUSINESS
BE THE INVESTMENT
OF CHOICE IN OUR
CHOSEN SECTOR
RESPONSIBLY ENRICH THE LIVES
OF ALL OUR STAKEHOLDERS
Our approach to capital allocation is designed to
ensure optimal balance and financial health. By
focusing on reinvesting in the business, securing
capital for growth, and returning capital to
shareholders, we engage effectively with capital
markets and maintain strong relationships with
financiers and stakeholders.
This strategic approach positions us as the
preferred investment choice within our sector.
With safety a core value at Tharisa, we also
prioritise accountability regarding our principles
related to safety, health and environment (SHE),
ESG standards, climate change and impact
investment.
This commitment reflects our aim to make a
meaningful contribution to our people, the
environment, and the communities we serve.
We align our objectives to help all stakeholders
achieve their desired outcomes.
Tharisa aims to be a global significant player in
the mining sector by diversifying across territories
and commodities. This strategy enhances our
portfolio by ensuring a solid foundation of
suitable structures and skilled teams.
We actively seek new opportunities that align
with our strategic goals, leveraging technology
and innovation to make informed decisions,
minimise risks, and generate additional revenue
streams.
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.
DELIVER
DEVELOP
DIVERSIFY
DISCOVER
Impactfully develop our assets,
sustainably, using modern
engineering and technology
Safely deliver maximum value
from the assets in the portfolio
and maximise returns for stakeholders
Diversify into a multi-asset,
multi-jurisdictional,
multi-commodity business
innovatively using technology
as our catalyst
Long-life, low operating cost assets
DELIVER
DEVELOP
DIVERSIFY
DISCOVER
DELIVER
DEVELOP
DIVERSIFY
DISCOVER
DELIVER
DEVELOP
DIVERSIFY
DISCOVER
3
OVERVIEW
tharisa plc 2024 integrated annual report
SUSTAINABILITY LETTER
Our operating environment
Tharisa’s operating environment in southern Africa presented
significant challenges during the year. Lower PGM prices, particularly
for platinum, palladium and rhodium, impacted profitability across
the industry, while rising energy costs, exacerbated by frequent
load-shedding, and logistical challenges added to the cost base.
As a result, many mining companies are reluctant to invest in new
ventures. Despite these difficulties, with a cost advantage in our
opencast Tharisa Mine, we are confident in our ability to deliver
growth for our employees, communities and suppliers.
Our approach to sustainability
Tharisa has made significant advances in embedding focus on ESG
factors in our business over the past year and enhancing controls
thereof. Our comprehensive Sustainability Framework prioritises
safety, environmental stewardship and social initiatives. We actively
engage in social programmes that address critical issues such as
education, healthcare and economic development. Building mutual
respect and trust with our stakeholders is central to our operations,
and we strive to implement practical, sustainable and clean
technology solutions that generate meaningful social and
economic impacts.
We understand the importance of a just transition to sustainability
and have developed clean energy initiatives that support the
long-term viability of the Group and the communities in which we
operate, and seek to balance the economic benefits of our operations
with their impacts on local communities in which many of our skilled
workforce live.
Sustainability-related governance
Governance is essential to our purpose of enriching lives through
innovating the resources company of the future and we focus on
responsible stewardship and long-term value creation. The entire
Board of Tharisa oversees sustainability-related impacts and oversees
our framework by addressing critical global issues aligned with the
United Nations Sustainable Development Goals (SDGs) while
considering local needs. This framework seeks to minimise our
environmental footprint, ensures zero harm and fosters meaningful
stakeholder engagement. At each Board meeting, the Board receives
updates on climate change risk mitigation and the Company’s
progress in implementing our sustainability strategy. This not only
includes reporting on decarbonisation of operations but also updates
on upholding business ethics, enforcing our Code of Conduct,
respecting human rights, enhancing transparency and promoting
responsible sourcing.
Safe production
We are committed to achieving zero harm across our operations and
make safety a core tenet of our corporate culture. This concentrates
on the importance of employee and contractor wellbeing. To uphold
this commitment, Tharisa constantly reviews and enhances it robust
safety and health policies and provides comprehensive training
programmes that promote shared responsibility and proactive risk
management.
During the year, the executive team has focused specifically on
enhancing safety risk controls. This resulted in improved safety
metrics with the Group reporting a 0.00 lost-time injury frequency
rate (LTIFR) in 2024 (2023: 0.13 LTIFR). This focus will continue with
a Group-wide commitment to enhancing safety standards and
investment in resources and technologies to ensure a safer working
environment. This culture of vigilance and innovation is crucial to our
vision to attain industry-leading standards and achieving zero harm
across our operations.
Further details are addressed on pages 88 to 90.
Employee and community investments
This year, Tharisa Minerals provided direct employment to 1 967
employees with R1.15 billion paid in wages and benefits (2023:
R1.01 billion) which highlights our commitment to fair compensation.
Our socioeconomic development (SED) spend increased by over 12%
year-on-year to R36.5 million (2023: R32.4 million). This investment is
channelled to SED programmes that generate employment and
improve health, education and infrastructure for host communities.
Recognising the desirability to procure goods and services locally,
and a growing demand for procurement opportunities from our host
communities, we spent R60.4 million (2023: R18.5 million) with local
communities. This reflects our ongoing commitment to inclusive
growth and development across all regions we operate in.
Our procurement efforts positively impacted local economies with
ZAR60.4 million spent during the financial year in the area
surrounding the Tharisa Mine near Rustenburg in the North West
province of South Africa. This was mirrored in our Karo Mine
development in Zimbabwe where we prioritised local sourcing.
By year-end, we had 134 permanent employees on site at the Karo
Platinum Project in Zimbabwe with 18% being female, reflecting our
commitment to diversity and providing local employment, with 34%
of local employees drawn from the community.
Our community trust
The Tharisa Community Trust is a shareholder in the Group and, like
all other shareholders, receives dividends, totalling over US$300 000
in the last two years, reflecting the Group’s profits while providing
considerable economic benefit to beneficiaries of the trust.
4
tharisa plc 2024 integrated annual report
Tharisa has invested US$2.3 million in skills development training
programmes (2023: US$2.3 million), which enhance the capabilities
of local individuals and foster personal and professional growth.
These initiatives equip community residents with marketable skills
relevant to the mining sector and other local industries thereby
enhancing employment prospects.
Tharisa’s community investment strategy emphasises sustainable
development and economic stability and helps to build a resilient
workforce able to evolve with changing employment market trends.
This benefits local family prosperity and enhances the community's
overall economic vitality. By reinvesting the dividends accruing to the
community trust in community development, Tharisa aims for
benefits to extend beyond immediate short-term financial returns by
investing in a local economy that supports sustainable livelihoods for
future generations and building a more equitable and prosperous
community.
Diversity and inclusion
We recognise that diversity and inclusion are essential for creating
a workplace where all employees can thrive, regardless of their
individual differences. By fostering an environment that enables
everyone to contribute, we cultivate a sense of belonging and
empowerment. Our core principles include an unwavering
commitment to uphold human rights and eliminate all forms of
discrimination based on race, job title, gender, religion, background
or sexual orientation. We believe that a diverse, equitable and
inclusive environment is not only a moral obligation but also a key
driver of innovation that enhances our collective abilities and boosts
our competitiveness in the global marketplace.
In 2024, women again represented 26% of our total workforce and
30% of the Board of Directors (2023: 20%). These statistics reflect
our consistent efforts to increase female representation across all
levels of our organisation. We have also made significant strides to
promote historically disadvantaged persons (HDPs) in our South
African management teams, achieving 81% representation in 2024,
up from 69% in 2023. These advances highlight our commitment to
breaking barriers and creating a more inclusive leadership structure.
Addressing climate change
As reported in prior years, we are committed to reducing our carbon
footprint and aligning our operations to be meaningful in supplying
a decarbonised world with the metals required to achieve the global
transition away from fossil fuels.
In July 2024, we achieved a major milestone in reducing the carbon
footprint of the electricity used at the Tharisa Mine. A long-term
power purchase agreement (PPA) was signed for the procurement of
wheeled renewable energy for the Tharisa Mine. Under this 15-year
agreement with Etana Energy Proprietary Limited (Etana), Etana will
provide up to 44% of the Tharisa Mine’s electricity energy demand
via wheeled energy from wind and solar farms in the Western Cape
and Northern Cape using the existing electricity transmission grid.
The wheeled energy is planned to come on stream in 2026. This
transaction will not only enable the Tharisa Mine to manage its power
cost more effectively but also to benefit from the renewable energy
certificates arising from the transaction. This wheeled energy will
complement the Tharisa Mine’s 40 MW solar power plant being
developed by TotalEnergies Renewables South Africa Proprietary
Limited and Chariot Transitional Power South Africa Proprietary
Limited, which is designed to provide 30% of the Tharisa Mine’s
energy needs.
Together, the Etana PPA and our solar project will ensure that
Tharisa Minerals’ target to reduce its carbon footprint by 30% by
2030 is well within reach. Furthermore, they will also guarantee
predetermined power costs for a significant portion of overall
power needs, with up to 76% of Tharisa Minerals’ energy needs
being provided by renewable energy from 2026 onward under
these agreements.
We are also collaborating with Chariot Transitional Power on similar
renewable energy projects at our subsidiary in Zimbabwe, Karo
Platinum. These initiatives reflect our belief that innovation can
produce power solutions that are both economic and sustainable
so that we can play our part in the global energy transition.
From mine to megawatt
Tharisa's focus on innovation has led to the development of a new
battery storage solution through its subsidiary, Redox One. Over the
past five years, we have developed a redox flow battery using
chrome, a product of the Tharisa Mine, as a low-cost, safe and
sustainable electrolyte. This technology will initially be deployed at the
Tharisa Mine to store excess solar energy and reduce our reliance on
purchasing non-renewable sources from the national electricity grid.
The chrome-based battery also has potential applications in other
industries beyond mining, which could support the global transition
to cleaner energy in other sectors.
Commitment to transparent reporting
As a global leader in the supply of PGMs and chrome, we prioritise
honesty, integrity, transparency and flexibility in our operations. We
recognise that transparent reporting is a moral obligation and is
essential in our journey to ensuring the multigenerational
sustainability of Tharisa. We have a good story to tell about our
organisational behaviour and initiatives we have taken so far and look
forward to reporting with clarity and transparency in future years.
Outlook
The sustainability outlook for Tharisa is developing positively, driven
by the increasing focus on ESG factors described above. These include
significant steps in reducing our environmental footprint by investing
in solar photovoltaic (PV) and decreasing reliance on coal-fired
electrical power supplied from the electricity grid, which continues to
experience supply security issues. We will also continue to support
local communities by providing work and support to improve skills
and wellbeing.
Water management and biodiversity conservation will continue to be
key priorities, with efforts to reduce water intensity and achieve net
positive biodiversity impacts.
By demonstrating resilience and commitment to sustainable practices
and innovation, we believe we are positioning Tharisa to play a
significant role in the global transition to a low-carbon economy
while ensuring long-term value creation for all stakeholders.
Dr Carol Bell
Chair of the Climate Change and Sustainability Committee
and Lead Independent Non-Executive Director
27 November 2024
5
OVERVIEW
OVERVIEW
tharisa plc 2024 integrated annual report
PERFORMANCE HIGHLIGHTS
Total dividends
US 4.5c
16.1% of NPAT
(2023: US 5.0c)
Earnings per share
US 27.7c
1.1%
(2023: US 27.4c)
Profit before tax
US$117.7m
3.0%
(2023: US$114.3m)
Headline earning per share
US 28.1c
0.7%
(2023: US 28.3c)
Revenue
US$721.4m
11.0%
(2023: US$649.9m)
0
50
100
150
200
250
300
Gross profit (US$m)
and margin (%)
US$m
%
40.0
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0.0
■ Gross profit margin
130.4
207.4
245.7
153.3
184.6
2023 2024
2022
2021
2020
Net operating cash flow (US$m)
and dividend (USc)
US$m
USc
250.0
200.0
150.0
100.0
50.0
0.0
10.0
9.0
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
■ Dividend
73.0
208.3
173.7
148.3
204.6
2023 2024
2022
2021
2020
EBITDA
US$177.6m
29.8%
(2023: US$136.8m)
Operating profit
US$119.6m
26.3%
(2023: US$94.7m)
Group revenue (US$m)
US$m
800.0
700.0
600.0
500.0
400.0
300.0
200.0
100.0
0.0
406.0
596.3
686.0
649.9
721.4
2023
2024
2022
2021
2020
Earnings before interest, taxes,
depreciation and amortisation
(EBITDA) (US$m)
US$m
250.0
200.0
150.0
100.0
50.0
0.0
113.4
224.3
237.3
136.8
177.6
2023
2024
2022
2021
2020
Financial capital
6
tharisa plc 2024 integrated annual report
PGM production (5PGE + AU)
145.1 koz
0.3%
(2023: 144.7 koz) recovery of 67%
Reef mined
4.64 Mt
11.3%
(2023: 4.17 Mt)
Chrome concentrate
production
1.70 Mt
7.6%
(2023: 1.58 Mt) recovery of 68.3%
Manufacturing capital
PGM production (koz)
and recovery (%)
koz
%
200.0
180.0
160.0
140.0
120.0
100.0
80.0
60.0
40.0
20.0
0.0
85.0
80.0
75.0
70.0
65.0
60.0
55.0
50.0
2023 2024
2022
2021
2020
■ PGM recovery
142.1
157.8
179.2
144.7
145.1
Chrome concentrate
production (kt) and recovery (%)
Kt
%
1 800.0
1 600.0
1 400.0
1 200.0
1 000.0
800.0
600.0
400.0
200.0
0.0
69.0
68.0
67.0
66.0
65.0
64.0
63.0
62.0
61.0
60.0
59.0
58.0
■ Chrome recovery
1 344.8
1 506.0
1 582.7
1 580.1
1 702.6
2023 2024
2022
2021
2020
7
OVERVIEW
OVERVIEW
tharisa plc 2024 integrated annual report
PERFORMANCE HIGHLIGHTS CONTINUED
Group employees
4 879
Tharisa
2 366
Contractors
2 217
Karo (+ contractors)
296
Female employees
~26%
Safety
Tharisa
Karo
Minerals
Platinum
0.00 LTIFR
0.09 LTIFR
per 200 000 man hours worked
for last 12 months
Health
Number of employees and contractors who underwent
hearing tests
(via medical surveillance programme)
7 883
(2023: 7 934)
Fatalities
0
(2023: 1)
Occupational diseases
(number of new silicosis/TB and
noise-induced hearing loss (NIHL))
0
(2023: 0)
Number of employees
and contractors
voluntarily tested for
HIV/AIDS
3 948
(2023: 3 876)
Number of employees
screened for TB/silicosis
(via medical surveillance programme)
3 475
(2023: 3 094)
Total spent on skills
development training
US$1.6m
(2023: US$1.9m)
Employees who received learnerships, bursaries, study assistance
internships and skills and enterprise
development training
111
(2023: 75)
Human capital
tharisa plc 2024 integrated annual report
8
tharisa plc 2024 integrated annual report
Total amount spent on
procurement from HDP,
women and BBBEE-
compliant companies
ZAR6.04bn
(2023: ZAR2.27bn)
Diesel used (M litres)
44
(2023: 42)
Total amount spent on
social and labour plans
(SLPs)/corporate social
investment (CSI)
ZAR36.5m
(2023: ZAR32.4m)
Total spent on local/host
community suppliers
ZAR60.3m
(2023: ZAR18.9m)
Total energy consumption
GJ
2 368 780
(2023: 2 241 328)
Total CO2 emission
(Scope 1) tCO2e
133 381
(2023: 123 555)
Tailings volume (Mm3)
1.17
(2023: 1.15)
Social and relationship capital
Natural capital
9
OVERVIEW
Cyprus
Germany
South Africa
Zimbabwe
Indonesia
United Kingdom
China
WHERE WE OPERATE AND THE 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.
GERMANY
9
Dortmund
The Group provides China and Indonesia with approximately 10% of all its chrome concentrate, with 80% of China’s total
demand from South Africa.
Demand driven by Chinese domestic consumption and export.
UNITED KINGDOM
London
LSE listing
England
London - LSE:THS
1
CYPRUS
INVESTMENT HOLDING COMPANY
Tharisa plc (Cyprus) Registered in Cyprus
Karo Mining
Holdings
Redox One
Arxo
Resources
6
7
9
Tharisa plc
ZIMBABWE
8 Karo
Platinum
Great Dyke
SOUTH AFRICA
*Export harbours
Johannesburg - JSE Listed
MetQ
Tharisa
Minerals
Arxo
Metals
Arxo
Logistics
Maputo*
Richards
Bay*
Durban*
5
3
4
2
1
tharisa plc 2024 integrated annual report
Tharisa
Minerals
2
10
tharisa plc 2024 integrated annual report
Operating and producing companies (and Tharisa’s shareholding)
1
Tharisa plc (Holding company)
2
Tharisa Minerals – 100%
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 an 11-year
open-pit life and the ability to extend operations
underground by at least an additional 60 years.
3
Arxo Metals – 100%
4
MetQ – 100%
Arxo Metals produces specialised higher-margin chemical
and foundry-grade chrome concentrates, operated
Sibanye-Stillwater’s K3 UG2 chrome plant in Rustenburg
and is the Group’s R&D arm. It also operates a 1 MW DC
furnace to produce PGM-rich metal alloys.
MetQ manufactures equipment used in the mining
industry, with a particular focus on beneficiation.
5
Arxo Logistics – 100%
6
Arxo Resources – 100%
Arxo Logistics manages the road, rail and shipping
distribution of PGM concentrate and chrome concentrates
produced by the Tharisa Mine. 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.
9
Redox One – 100%
We are pioneering a sustainable energy future through safe, innovative and cost-effective power storage solutions.
European Technology Centre based in Dortmund, Germany is dedicated to commercialising of iron-chromium flow batteries.
Growth projects (and Tharisa’s shareholding)
7
Karo Mining Holdings – 76.22%
8
Karo Platinum
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, the Karo Platinum
Project will begin mining using open pits, with less
than 12% of the 23 903 ha project area utilised to
attain this project life.
11
OVERVIEW
OVERVIEW
tharisa plc 2024 integrated annual report
GROUP HISTORY
July: Challenger
Plant is commissioned
We are committed to REDUCING OUR
CARBON EMISSIONS by 30% by 2030
and are developing a roadmap to be net
carbon neutral by 2050
March: Acquired 74% shareholding
in Tharisa Minerals
November: Commenced
production of first chrome
concentrate
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
April: Listed on JSE, capital raised US$47.9 million
September: Commissioning of high energy
PGM flotation circuit
June: Listed on the LSE
November: Maiden distribution to
shareholders
July: Tharisa Minerals water-use
licence granted
December: Voyager Plant is
commissioned at 300 ktpm capacity
February: Secured project
finance facility of ZAR1 billion
May: First bulk rail shipment
2009
2013
2014
2008
2006
2011
2012
2016
October: Commenced
trial mining
December: US$65 million
seed capital raised
February: Tharisa Limited
incorporated
September: Mining Rights
for Tharisa Mine granted
February: Prospecting
Rights granted
March Tharisa Minerals
incorporated
12
tharisa plc 2024 integrated annual report
The
SAFETY
AND
HEALTH
of our
PEOPLE
is a CORE
VALUE.
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
March: Maiden
interim dividend
declared
June: Shareholding
acquired in Karo
Mining Holdings
September: Record
operational year
Salene Chrome’s
shareholder grants
call option for 90%
shareholding
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
September: Five years
fatality free
October: Vulcan Plant
restarts construction
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
March: Successfully concluded a
US$130 million debt facility with Société
Générale and Absa Bank Limited
August: Pilot mining commenced at Karo
with the objective of confirming key ore
mining assumptions and practical application
of MRM processes
February: Announced the
acquisition of the remaining 26%
shareholding in Tharisa Minerals in
a landmark BEE transaction
March: Acquired controlling interest
in Karo Mining Holdings
Lost-time injury-free (LTI) year
Continued drive to beneficiate
saw Arxo Metals successfully
produce chrome alloy from a
unique and proprietary process
Entered into a 15-year agreement
with Etana Energy for wheeled
renewable energy
2024
2017
2018
2021
2019
2020
2022
2023
13
OVERVIEW
OVERVIEW
tharisa plc 2024 integrated annual report
TEN-YEAR REVIEW
Year ended 30 September
Unit
2024
2023
2022
2021
2020
On-mine lost-time injury frequency (LTIF) rate^
(Tharisa Minerals)
0.00
0.13
0.41
0.34
0.09
On-mine LTIF rate^ (Karo Platinum)
0.09
0.26
On-mine employees including contractors
4 112
5 263
3 712
4 412#
3 082
Other group employees
106
82
67
57
48
Reef mined
kt
4 641.9
4 177.3
5 505.4
5 379.9
4 971.1
Stripping ratio
m3:m3
12.5
12.8
12.8
11.6
12.1
Reef milled
kt
5 593.8
5 409.8
5 608.2
5 600.0
5 036.1
PGM flotation feed
kt
4 218.0
4 122.0
4 274.5
4 248.2
3 765.9
PGM rougher feed grade
g/t
1.60
1.64
1.70
1.49
1.46
PGM recovery
%
67.0
66.5
76.6
77.6
80.1
6E PGMs produced
koz
145.1
144.7
179.2
157.8
142.1
Average PGM contained metal basket price
US$/oz
1 362
1 893
2 564
3 074
1 704
Cr2O3 ROM grade
%
18.4
17.9
17.4
17.9
18.2
Chrome recovery
%
68.3
67.6
68.3
63.3
62.1
Chrome yield
%
30.4
29.2
28.2
26.9
26.7
Chrome concentrates produced (excluding third party)
kt
1 702.6
1 580.1
1 582.7
1 506.1
1 344.8
Metallurgical grade
kt
1 421.2
1 356.9
1 233.2
1 141.5
1 023.2
Specialty grades
kt
281.4
223.2
349.5
364.6
321.6
Third-party chrome production
kt
193.3
201.9
188.2
223.0
169.8
Average metallurgical grade chrome concentrate contract
price – 42% basis
US$/t
CIF China
299
263
209
154
140
Average exchange rate
ZAR:US$
18.2
18.2
15.8
14.8
16.2
Group revenue
US$m
721.4
649.9
686.0
596.3
406.0
Gross profit
US$m
184.6
153.3
245.7
207.4
130.4
Net profit for the year
US$m
82.6
86.8
167.1
131.5
54.9
EBITDA
US$m
177.6
136.8
237.3
224.3
113.4
Headline profit
US$m
84.1
84.8
117.4
103.1
44.9
Headline earnings per share
US cents
28.1
28.3
41.1
38.3
16.9
Gross profit margin
%
25.6
23.6
35.8
34.8
32.1
Net cash flow from operating activities
US$m
204.6
148.3
173.7
208.4
73.0
Net (cash)/debt
US$m
(117.5)
(129.4)
(80.4)
(46.6)
21.1
Capital expenditure
US$m
198.9
97.1
105.0
106.0
70.6
Dividend
US cents
4.5
5.0
7.0
9.0
3.5
Operating data Tharisa Minerals only, financial data Tharisa plc
* Includes the processing of 99.0 kt of commissioning tails through the processing plants
^ Per 200 000 man hours worked
# Including Vulcan Plant construction contractors
To ensure long-term
sustainability we
focused on these
key areas
Key focus areas in 2024 aligned to our values
Safety
Page 88
Environment
Page 61
Governance
Page 120
14
tharisa plc 2024 integrated annual report
Year ended 30 September
Unit
2019
2018
2017
2016
2015
On-mine lost-time injury frequency (LTIF) rate^
(Tharisa Minerals)
0.27
0.18
0.07
0.36
0.06
On-mine LTIF rate^ (Karo Platinum)
On-mine employees including contractors
2 826
2 430
2 256
2 187
2 000
Other group employees
129
86
75
52
59
Reef mined
kt
4 627.1
4 875.0
5 025.1
4 837.2
4 183.2
Stripping ratio
m3:m3
8.3
7.9
7.5
7.3
10.7
Reef milled
kt
4 836.0*
5 105.3
4 916.2
4 656.3
4 400.4
PGM flotation feed
kt
3 605.9
3 718.1
3 599.2
3 575.6
3 446.2
PGM rougher feed grade
g/t
1.47
1.51
1.56
1.65
1.62
PGM recovery
%
82.1
84.1
79.7
69.9
65.8
6E PGMs produced
koz
139.7
152.2
143.6
132.6
118.0
Average PGM contained metal basket price
US$/oz
1 081
923
786
736
885
Cr2O3 ROM grade
%
18.1
18.2
17.8
18.0
18.3
Chrome recovery
%
62.0
66.0
64.1
62.7
58.0
Chrome yield
%
26.7
28.4
27.1
26.7
25.5
Chrome concentrates produced (excluding third party)
kt
1 290.0
1 448.0
1 331.2
1 243.7
1 122.2
Metallurgical grade
kt
977.9
1 080.3
1 008.1
974.3
1 009.4
Specialty grades
kt
312.1
367.7
323.1
269.4
112.8
Third-party chrome production
kt
241.1
221.8
20.0
–
–
Average metallurgical grade chrome concentrate contract
price – 42% basis
US$/t
CIF China
2 525
2 415
2 667
1 751
1 676
Average exchange rate
ZAR:US$
14.4
13.1
13.4
14.8
12.0
Group revenue
US$m
342.9
406.3
349.4
219.6
246.8
Gross profit
US$m
60.4
108.5
122.7
54.5
43.1
Net profit for the year
US$m
8.4
51.0
67.7
15.8
6.0
EBITDA
US$m
51.6
101.9
115.6
43.0
29.0
Headline profit
US$m
12.8
49.1
57.8
14.3
4.7
Headline earnings per share
US cents
5.0
19
22
6
2
Gross profit margin
%
17.7
26.7
35.1
24.8
17.5
Net cash flow from operating activities
US$m
69.9
89.8
75.7
22.2
41.3
Net (cash)/debt
US$m
12.0
10.6
(0.1)
41.4
40.7
Capital expenditure
US$m
43.9
48.2
26.4
12.3
24.6
Dividend
US cents
0.75
4.0
5.0
1.0
–
15
OVERVIEW
tharisa plc 2024 integrated annual report
CHAIRMAN’S REVIEW
As Chairman, my vision for Tharisa is to engrain our legacy of innovative and responsible
value creation, ensuring sustainable returns for all stakeholders.
Current operating environment
2024 was a turbulent year globally, marked by economic slowdowns,
after effects of rising inflation and geopolitical tensions that
complicated the operating and financial landscape for many
businesses, including Tharisa. In South Africa, infrastructure issues
in energy, water and transport continued to strain the private sector.
Notwithstanding this, there is a general optimism that recent
government reforms could stimulate growth and begin addressing
these structural challenges. Despite these obstacles, Tharisa
maintained its resilience, managing costs and capital efficiently while
contributing positively to the economy and supporting sustainable
development initiatives.
Safe production
At Tharisa, safety is a core value, underscored by a commitment to
zero harm for employees, contractors and stakeholders. Our robust
safety policies and comprehensive training promote a culture of
shared responsibility, contributing to zero safety incidents this year.
This achievement reflects the dedication of our workforce and
leadership, supporting Tharisa’s sustainable growth over the past
16 years.
Our advanced data collection system is focused on active employee
engagement, ensuring every team member returns home safely each
day. This emphasis on safety not only protects our people but also
empowers us to innovate and leverage technology effectively –
especially critical as we navigate ongoing infrastructure challenges
in our primary operating region.
Our proactive approach to operational excellence is rooted in safe
production practices, with continuous efforts to enhance safety
performance across all operations. Tharisa also prioritises proactive
health management, addressing both occupational and
non-occupational health risks, including mental health support
and monitoring chronic and lifestyle-related health issues. This
comprehensive strategy ensures that we safeguard the wellbeing of
our teams and make a lasting positive impact on the communities in
which we operate.
Good governance
Our Board and executive team work in close collaboration, fostering
a partnership based on trust and open communication that is vital for
constructive debate and strategic refinement. We prioritise long-term
sustainability in our decision making, ensuring that our governance
practices are integrated into our core values and operations, which
emphasise agility and innovation. This strong relationship enables
effective oversight and strategic implementation, with the Board
focusing on prudent capital allocation while the executive team drives
our strategies forward.
Our Board, distinguished by its ethics and expertise, is committed
to transparency and responsible corporate citizenship, further
strengthened by the recent board appointment of Gloria Zvaravanhu,
who is the Chair of the Audit Committee.
Our legacy
Over the past year, Tharisa has contributed close to US$500 million
to the South African economy through export earnings, taxes and
royalties, highlighting our commitment to growth and value for all.
Our socioeconomic initiatives empower local businesses, enhance
health and education, and build vital infrastructure, reaffirming our
dedication to a prosperous future.
Our reputation, built on resilience and forward-thinking strategies,
is supported by a diverse team of experienced professionals and
enthusiastic young talent. Together, we thrive in a culture that
prioritises growth and inclusion. This year, we proudly employed
4 879 individuals and spent over ZAR6 billion on BEE, HDP, women
and CCCEEE complaint procurement, not only reflecting our
commitment to building a workforce that drives sustainable success
but to the country as a whole. We actively address climate challenge,
supporting communities affected by severe weather and drought, and
work toward increasing our use of renewable energy while managing
resources responsibly.
Aligned with our 2030 sustainability goals, our initiatives aim to
reduce carbon emissions are well on track. An independent review
confirms that our tailings storage facilities meet regulatory standards,
reinforcing our commitment to environmental stewardship. Through
these efforts, Tharisa not only fosters economic growth but also
safeguards the environment for future generations.
16
tharisa plc 2024 integrated annual report
In appreciation
We sincerely thank our shareholders for their continued support,
which enables us to pursue innovative and sustainable growth. We
are grateful to our Board members for their guidance and expertise,
especially during these challenging operating times. Our appreciation
extends to our customers for their loyalty and partnership, which are
vital to our operations. We also commend our employees for their
hard work and dedication, as their efforts are essential to our success.
Together, we are building a legacy of sustainability and positive
impact for our communities. Thank you for being an integral part
of the Tharisa journey.
Loucas Pouroulis
Executive Chairman
27 November 2024
17
STRATEGIC REVIEW
tharisa plc 2024 integrated annual report
INPUTS
The Group continues to explore beneficiation opportunities through innovation and
technology. We proactively oversee the dynamic interplay between our capital inputs and
the inherent value shaped by our strategic decisions.
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, water-use licence • Access to road and rail networks
• Significant resource across two assets
• Access to port facilities
• Long-term open-pit LOM at Tharisa Mine
• Regulatory compliance
• Modular processing plants
• Karo Tier 1 asset
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
• R&D
– New technology aimed at creating a circular economy – Redox One battery technology
– Development of niche products – production of chrome alloy from a unique and proprietary
process developed by Arxo Metals
– Piloting PGM-rich alloy smelting and refining technology
VALUE FOR OUR STAKEHOLDERS
• Employees
• Customers
• Municipalities
• Shareholders
• Suppliers
• Regulators
• Communities
• Governments
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
HOW THARISA CREATES SHARED VALUE
18
tharisa plc 2024 integrated annual report
A comprehensive understanding of these relationships enables us to consistently deliver
enduring value, emphasising transparency and accountability in our actions.
OUTPUTS
OUR ACTIVITIES
MINERAL EXTRACTION
• Sustainable mining
• Creating operational flexibility
• Exploration for the future
MARKETING AND SALES
• Sales of PGM concentrate
• Marketing and sales of chrome
concentrates to customers globally
• Agency agreements with
third-party businesses
R&D
• Improving recoveries
• Commercialisation of Arxo Metals
beneficiation site
• Energy generation and storage opportunities
(Redox One) using own products
LOGISTICS
• Road transport of PGM concentrates
• Road and rail transport of chrome
concentrates to port
• Shipment of product to customers
BENEFICIATION
• Producing PGMs and chrome
concentrates, including metallurgical
grade and specialty grade
• Commercial production of
chrome alloys
PROJECT DEVELOPMENT
• Construction commencement of Karo
Platinum Project
• Solar energy provision with strategic partners
• In our efforts to reduce our carbon emissions
and secure energy independence, we entered into
a 15-year agreement with Etana Energy, which
will provide up to 44% of the Tharisa Mine’s
electricity demand via wheeled renewable energy.
51.996
102.906
196.967
195.078
192.217
106.420
101.070
19
STRATEGIC REVIEW
tharisa plc 2024 integrated annual report
PEOPLE
Over 700 people employed from the local community at Tharisa Minerals
US$1.6 million spent on skills development training
73 bursaries, interns, graduates and learnerships
0.00 LTIFR per 200 000 man hours worked at Tharisa Minerals
0.09 LTIFR per 200 000 man hours worked at Karo Platinum
ASSETS AND INFRASTRUCTURE
Production of saleable product: 5.6 Mt reef milled with 145.1 koz PGMs and
1.70 Mt chrome concentrates produced
Depletion of resources: 4.6 Mt reef mined
Responsible management and efficient use of our assets
FINANCIAL
Operating profit: US$119.6 million
Cash generated from operations: US$204.6 million
Currency inflows into South Africa (direct and indirect) US$466.5 million
Direct taxes paid: US$50.1 million
Total dividend: US 4.5 cents per share
INNOVATION
Process improvements – Vulcan
Operates across the value chain – from mine to end customer
PGM beneficiation using DC technology
Energy storage using chrome electrolyte
Chrome alloy production from unique and proprietary process
STAKEHOLDERS
Total amount spent on procurement from HDP, women and BBBEE-compliant
companies: ZAR6.04bn
Shareholder returns (EPS): US 27.7 cents per share
Customers: quality of products, consistent deliveries
ENVIRONMENT
Total energy consumption: 2 368 780 MWh
Cumulative rehabilitation provision: US$23.0 million
Total water consumption: 2 751 505 m3
Total CO2 emissions (Scope 1): 133 381 tCO2e
OUTCOMES
HOW THARISA CREATES SHARED VALUE CONTINUED
RESOURCES
MECHANISED
LARGE SCALE
MINING
PROCESSING
DERISKED
OUR FULL VALUE CHAIN
20
tharisa plc 2024 integrated annual report
ARXO RESOURCES
Marketing and sales
• Significant trader of chrome concentrates
• Global reach and platform for chrome concentrate trading
• Third-party trading
ARXO LOGISTICS
Logistics
• Road transport of PGMs
• Road/rail transport, warehouse and port facilities for bulk and
container chrome concentrates
• Shipping of bulk chrome concentrates
METQ
Manufacturing
• Equipment used in the mining industry, with a
particular focus on beneficiation
• Supply key equipment for Vulcan Plant
CUSTOMERS
• PGM off-take agreement – Sibanye-Stillwater and
Northam Platinum
• Relationships with stainless-steel and ferrochrome
producers and global commodity traders
• Specialty chrome off-take/joint marketing agreement
• Strategic volume off-take chrome agreements
REDOX ONE
• Creating a circular economy
• Large-scale energy storage using own product
• Dedicated management with energy expertise
• 841.43 Mt resources at 1.45 g/t
5PGE+Au and 19.68% Cr2O3
• 178.22 Mt resources at 1.97 g/t
3PGE + Au
• 11-year long open pit
• +60-year underground extension
• Mined 4.6 Mt of ROM reef
• Phase 1 open pit
• Structural earthworks complete
• Major long-lead items procured
• Milled 5.6 Mt of ROM
• 145.1 koz of PGMs produced
• 1.70 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 most
significant single chrome
resources
• Karo Platinum Project covers an
area of 23 903 ha,12% of the
area has been explored to date
KARO PLATINUM
THARISA MINERALS
• Mechanised open-pit mining
with underground studies
progressed
• Mechanised, open-pit mining
planned from four pits
• In production
• Operational flexibility
• Major capex complete
• Excellent infrastructure in the area
• Construction and concrete pour
well advanced
• Trial mining success
ARXO METALS
Beneficiation
• Production of specialty-grade chrome concentrates
• Chrome alloy production
R&D
• New technologies
• Development of niche products
• Piloting PGM-rich alloy technology with 1 MW DC smelter
21
STRATEGIC REVIEW
tharisa plc 2024 integrated annual report
STAKEHOLDER ENGAGEMENT
The Group’s stakeholder engagement strategy is focused on fostering strong working
relationships, effectively managing social risks and developing solutions to the social challenges
faced by our stakeholders. This proactive approach ensures we address their needs and concerns
while promoting mutual understanding and collaboration.
MEANS OF ENGAGEMENT
EXPAND AND ROLL OUT THE
BUSINESS SUSTAINABLY
FURTHER OPTIMISE
EXISTING OPERATIONS
CONTINUE TO INVEST IN
INNOVATIVE THINKING
Six pillars driving growth
SHAREHOLDERS
• Interim and integrated annual reporting
• Quarterly production updates
• Annual general meeting (AGM)
EMPLOYEES
• Regular employee engagement forum meetings
at the Tharisa Mine
• Tharisa newsletters and posters
• Tharisa induction and ongoing skills
development training
• Tharisa Connect
LABOUR UNIONS
• Union recognition and negotiations at Tharisa Minerals
• Monthly liaison with shop stewards
COMMUNITIES
• Adult education and training (AET), leadership and bursaries
• Community forums
• Local upliftment and wellness programmes and projects
• Potable water
• Refuse collection
• Grading of roads
CUSTOMERS
• Regular customer meetings
• Electronic and telephonic communication
GOVERNMENT
• Monthly, quarterly and integrated annual reports to the South African
and Zimbabwean authorities
SUPPLIERS
• Procurement policies, tender process
• Verbal and electronic communication
STATE-OWNED ENTITIES
• Regular face-to-face meetings
• Electronic communication
FINANCIERS
• Reporting on a monthly, bi-annual and annual basis
• Presentations and meetings with management
• Tharisa Mine site visits by debt providers
ANALYSTS
• Roadshows and analyst briefings
• Interim and annual reporting
• Annual report
• Quarterly production reports
22
tharisa plc 2024 integrated annual report
MEANS OF ENGAGEMENT
STRATEGIC PILLAR
RESPONSIBLY ENRICH THE LIVES
OF ALL OUR STAKEHOLDERS
BE THE INVESTMENT OF CHOICE
IN OUR CHOSEN SECTOR
BECOME A GLOBAL AND
DIVERSIFIED BUSINESS
• SENS/RNS announcements
• Annual report
• Company website
• Face-to-face and online meetings
• Social media
1 3 5
• 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
1 2 6
• Regular contact with union leadership
• Tharisa Mine labour forum meets monthly
2 6
• Regular meetings with various community
leadership structures
• CSI programmes
• Career-sharing information for pupils
• Community liaisons
2 6
• Customer site visits
• Commodity conferences
1 2 3 4
• Regular engagement with local and provincial
government and municipalities
• Scheduled and unannounced site visits by
regulators
1 2 6
• Contract terms negotiated and agreed
• Standard contract terms for suppliers of
goods
1 2 3 4 6
• 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
IMPACT
ON ALL
STAKEHOLDERS
Tharisa’s stakeholder engagement framework is continuously evolving to align with best practices and to incorporate the specific
requirements of jurisdictions in which the Company operates. This adaptive approach ensures we effectively engage with stakeholders
across diverse regions while remaining responsive to their unique needs and expectations.
The Group’s stakeholder engagement strategy aims to maintain good working relations, manage social risk and develop solutions
to challenges faced by its stakeholders.
23
STRATEGIC REVIEW
CHIEF EXECUTIVE OFFICER’S REVIEW
As we close out on FY2024 and enter the new financial year, I have taken time to reflect on
the strategic goals and initiatives that we had set out in our Vision 2025. When we put
these plans together in late 2019, who would have foreseen the unprecedented level of
uncertainty, adversity, geopolitical and macroeconomic changes and challenges that we
have witnessed and operated through over the last five years.
This vision was developed on the basis of six pillars, namely:
• to expand the business sustainably
• to optimise existing operations
• to continue to invest in innovative thinking
• to become a globally diversified business
• to become the investment of choice and
• to responsibly enrich the lives of all of our stakeholders.
When examining each of the underlying initiatives and building
blocks of each pillar, it is pleasing to report that significant progress
has been made.
Tharisa provides security of critical raw material supply through its
shallow multi-generational mineral assets, enabled by technology
and innovation. The Group continues to generate value as a globally
significant, low-cost producer of critical minerals required to deliver
a sustainable future.
Safety is our core value, underpinning all our decisions and actions.
I am extremely humbled with this year’s safety achievement, having
recorded a lost-time injury-free year. I must congratulate the team on
their effort, as this requires constant vigilance and awareness as we
strive for zero harm.
The focus on the deployment of our safety strategy was echoed in
the production performance at Tharisa Minerals. The year saw the
achievement of record chrome production, delivering some 1.7 Mt
into the strong chrome market and meeting production guidance
of our PGM concentrates of 145.1 koz. Our co-production model
continues to pay dividends, shielding the Group from market
uncertainty and volatility. Tharisa’s products have consistently been
delivered to its customers across the world, despite the significant
challenges in the logistics infrastructure.
Tharisa supplies to critical metal demand with its PGM and chrome
concentrates. The PGM market remained under pressure, evidenced
in the 28.1% reduction in the basket price to US$1 362/oz for the
period (2023: US$1 893/oz). PGM pricing remained fairly stable
throughout the reporting period. However, pricing remains
constrained as excess inventory is being worked out of the system
and primary supplies are forecast to diminish. The PGM market
performance was countered by the buoyant chrome market on the
back of strong fundamentals from the stainless-steel industry, seeing
a 13.7% increase in average price to US$299/t (2023: US$263/t).
The outlook for the stainless-steel industry sees continued growth
and remains positive going into FY2025.
The Group continues to evaluate its resource efficiency enabling the
sustainable access to its multigenerational resources. We have made
progress in the planning, designing and feasibility studies of the west
open-pit underground mechanised bord and pillar mine. This will
mark a significant milestone as we progress from an open-pit miner
to a hybrid underground open-pit operation providing flexibility and
accessibility to ROM. Smaller projects continue at the Tharisa Mine to
ever improve our processing efficiencies and increase the value
extracted from its resource, as evident from the performance of the
Vulcan Plant over the last financial year.
Karo Platinum, our PGM development asset with significant base
metal credits, also provides access to multi-generational critical
Mineral Resource. The extension of the project timeline is in line with
the Group’s capital allocation policy and is matched with continuing
work programmes. The team has been assessing value accretive
opportunities that improve on throughput and efficiencies.
The Group’s record chrome output played into the higher chrome
pricing environment and offset the lower PGM production and pricing
to yield an improved EBITDA of US$177.6 million which translated
into US 27.7 cents earnings per share (2023: US 27.4 cents).
The Group’s operational performance led to robust cash generation
for the period of US$204.6 million, bolstering the Group’s balance
sheet. The Group’s position has allowed for the continued purposeful
capital investment programmes to continue, be it in the sustainability
of our operations or our growth projects to deliver the resources
company of the future.
We continue to abide by our stringent capital allocation policy,
balancing the pillars of continuous investment in the sustainability of
our business, enabling real growth and returning value to our
shareholders. This year’s financial performance ensured that the
dividend policy of returning 15% of consolidated net profit after tax
to shareholders was achieved, with a total proposed dividend of US
4.5 cents per share. Since the inception of our dividend policy eight
years ago, we have returned some US$111.9 million to shareholders.
In FY2024, it was also opportune due to the significant discount of
our share value as a result of macroeconomic factors, to allocate
capital to our inaugural share repurchase programme of US$5 million.
The Group is committed to maintaining the highest standards of
corporate governance, ensuring transparency, accountability and
ethical decision making. These principles guide our strategy,
operations and engagement with stakeholders, supporting
long-term value creation.
tharisa plc 2024 integrated annual report
24
tharisa plc 2024 integrated annual report
Tharisa has accelerated its decarbonisation strategy with the 15-year
power purchase agreement with Etana Energy Proprietary Limited.
The agreement secures up to 44% of the Tharisa Mine’s electrical
energy demand from wheeled energy from wind and solar power
generation, which will be complemented by the onsite solar power
generation project. These projects ensure the sustainable energy
integration for the extraction of our mineral products.
These projects are aligned with our comprehensive ESG framework
and our commitment to reduce our emissions by 30% by 2030 and
to be carbon neutral by 2050. The framework and environmental
strategy emphasise our commitment to sustainability and responsible
stewardship as we mitigate the impact that our operations may have
on the environment.
At Tharisa, social responsibility is integral to our vision and ethos.
We are committed to creating stable, meaningful employment
opportunities, fostering local economic development and
empowering small, medium, and micro-enterprises (SMMEs). At a
time when the South African mining industry has faced significant
challenges and the decline of employment in the sector, Tharisa has
continued to provide a stable employment platform – providing
meaningful impact to its employees and their dependants. Through
targeted investments in talent development and skills training, we are
building a workforce ready to meet the demands of the future,
ensuring sustainable growth for our business and the communities
we serve. Together, we are driving progress and making a lasting
impact.
Our ethos of innovation is forefront of our minds when executing
our strategic plans to achieve our growth vision. Grounded in the
development of the Tharisa Mine and leveraging our co-product
platform, we extend our focus down the value chain. We have
bolstered our dedicated resource base with the necessary skills and
knowledge to realise our commercialisation routes to produce critical
metals and energy storage solutions.
The end of the financial year saw the embedding of our digitisation
journey, with the launch of our TechElevate programme. The
programme is set to empower and streamline processes, through
a unified system to enhance our operations across every function.
This critical project will enable efficiency, visibility and growth.
We remain committed to our roots of innovation, through the
unwavering support of our various R&D and commercialisation
programmes. In March 2024, Redox One was officially launched at
the African Energy Indaba. Redox One is at the forefront of
25
STRATEGIC REVIEW
tharisa plc 2024 integrated annual report
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
developing long-term energy storage solutions needed in the energy
transition, using proprietary-proven technology and beneficiating our
chrome resources. To facilitate the growth of this business, Redox
One has upgraded its facilities for longer-duration testing of
commercial units, with these units being commissioned.
This year, the Group continued to deliver on our beneficiation
strategy, with Arxo Metals successfully producing its first 40 tonnes of
chrome alloy from its unique and proprietary process of direct alloy
smelting from its pilot facility. This process will be scaled up to
demonstration scale as technical feasibility has been proven. Arxo
Metals also continues with its routine production of PGM alloys and
is now developing the demonstration scale units to test its novel
downstream PGM beneficiation technology, which is modern and
energy efficient. We have built up this business, creating over
100 new jobs to advance our downstream capabilities, with
dedicated skilled resources.
The global mining industry is at an inflection point, where the world
requires significant development in the metals and minerals sector to
meet demand for the energy transition, but is marred by the volatile
macroeconomic context. This compounding demand will only be met
through increased investment in exploration and asset development.
We are perfectly positioned with a robust proven business with
growth in new mines and importantly technology to unlock the full
value chain. Simply put, we have been investing in our assets, people
and technology through the cycle.
At Tharisa, we have chosen to be developers of mines – a process
that takes time, patience, capital and conviction to invest through
commodity and economic cycles. The Group will continue to
challenge convention in its approach and development of unique
processes to produce its mineral products and beneficiate, increasing
its ability to share value.
Tharisa is a resilient end-to-end critical metals and energy solution
provider, innovating the resources company of the future. The great
strides that have been made over the years can only be attributed to
the passionate, talented and dedicated Tharisa team as they dig deep
and never fail to consistently deliver. Thank you. I would also like to
thank our Board of Directors, shareholders and all stakeholders that
have guided and supported us through this financial year.
Yours in health, safety and sustainability.
Phoevos Pouroulis
Chief Executive Officer
27 November 2024
26
tharisa plc 2024 integrated annual report
27
STRATEGIC REVIEW
tharisa plc 2024 integrated annual report
* Includes amounts held in financial and other assets
** Includes interim dividend of US 1.5 cents
CHIEF FINANCE OFFICER’S REVIEW
Our co-product model again proved its resilience, producing healthy profits and strong
operational cash flows, allowing us to continue to invest in the sustainability of our
operations and growth projects through the commodity pricing cycles, enabling the Group to
deliver on its Strategy 2025 and beyond.
The sound stainless-steel industry fundamentals contributed to a
13.6% increase in chrome prices, cushioning the 28.1% decline in
PGM prices resulting in an increase in revenue of 11.0% and an
increase in operating profit of 26.3% to US$119.6 million. While
addressing the operational mining challenges that constrained in-pit
access, plant throughput was maintained with the strategic purchase
of third-party ROM ore. The processing of a sub-optimal ore mix that
is being addressed through the pit remediation, impacted PGM
recoveries. Hence, production and sales volumes of PGMs were
adversely impacted but still in line with the forecast. Chrome
production reached record output with strong chrome sales volumes.
The continued focus on cost containment impacted favourably on
the unit cost of production, maintaining operating margins in a
challenging sector.
With a consistent and disciplined capital allocation strategy,
Tharisa continued to invest in the sustainability of its operations
EBITDA
US$177.6m
29.8%
(2023: US$136.8m)
Cash and cash equivalents*
US$223.7m
14.7%
(2023: US$269.0m)
Annual dividend**
US 4.5c
16.1% of NPAT
(2023: US 5.0c)
Operating profit
US$119.6m
26.3%
(2023: US$94.7m)
Revenue
US$721.4m
11.0%
(2023: US$649.9m)
Net cash from operating activities
US$204.6m
37.9%
(2023: US$148.3m)
HEPS
US 28.1c
0.1%
(2023: US 28.3c)
Profit before tax
US$117.7m
3.0%
(2023: US$114.3m)
EPS
US 27.7c
1.1%
(2023: US 27.4c)
and expansionary growth projects, focusing on geographical
diversification, and R&D, particularly in the beneficiation arena.
In delivering our Vision 2025 strategy and beyond, our 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 16.1% for the year, exceeding our stated minimum dividend policy.
Report
Revenue for the year amounted to US$721.4 million
(2023: US$649.9 million), an increase of 11.0% as a result of higher
chrome prices offsetting lower PGM prices and sales volumes.
PGMs contributed 21.4% of the total revenue, at US$154.5 million
(2023: US$198.5 million) from the sale of 141.8 koz
(2023: 144.0 koz).
Vital numbers
28
tharisa plc 2024 integrated annual report
Revenue by PGM (%)
1
12
3
32
12
40
0
0
Revenue by PGM 2024 (%)
● Pt ● Pd ● Rh ● Au ● Ru ● Ir ● Ni ● Cu
1
8
3
40
14
34
0
0
Revenue by PGM 2023 (%)
● Pt ● Pd ● Rh ● Au ● Ru ● Ir ● Ni ● Cu
Chrome contributed 68.1% of the total revenue, at US$491.3 million
(US$390.0 million) from the sale of 1 747.5 kt (2023: 1 530.6 kt) of
chrome concentrates supported by a 13.7% increase in metallurgical
grade selling prices. Metallurgical grade sales totalled 1 491.3 kt
(2023: 1 319.3 kt), a 13.0% increase, while specialty grade sales, that
are of higher value, sales totalled 256.1 kt (2023: 211.3 kt), a 21.2%
increase.
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 the contribution from
the chrome segment, the shared costs allocation was revised to
68.0% allocated to the chrome segment (2023: 55.0%) and 32.0%
to the PGM segment (2023: 45.0%).
The on-mine cash cost of sales (excluding selling expenses and
including purchased ROM ore) are summarised in the graphs on the
next page.
29
STRATEGIC REVIEW
tharisa plc 2024 integrated annual report
CHIEF FINANCE OFFICER’S REVIEW CONTINUED
Cash cost of sales (%)
22
12
14
4
6
2
13
27
Cash cost of sales 2024 (%)
● Mining ● Diesel ● Royalties ● Electricity and utilities
● Consumables ● Labour ● Overheads ● Purchased ROM ore
18
11
15
7
6
3
15
25
Cash cost of sales 2023 (%)
● Mining ● Diesel ● Royalties ● Electricity and utilities
● Consumables ● 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 ROM
tonne mined basis 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$65.8 million (2023: US$4.4 million)
were excluded from the per tonne milled analysis.
Metric
Unit
30
Sept
2024
30
Sept
2023
%
change
Cubes mined
Mm3
17.0
15.6
9.0
Cost per cube mined*
US$/m3
11.0
10.8
2.1
Reef tonnes mined
Mt
4.6
4.2
11.1
Cost per reef tonne*
US$/t
40.3
40.4
(0.4)
Tonnes milled
Mt
5.6
5.4
3.4
On-mine cash cost
per tonne milled#
US$/t
52.9
56.7
(6.6)
Consolidated cash cost
per tonne milled#
US$/t
59.9
62.9
(3.8)
Chrome inland logistics
and freight costs
US$/t
84.1
81.4
3.3
Exchange rate
US$:ZAR
18.5
18.2
1.9
All in cost per Pt ounce
sold^
US$/oz
(802.0)
(1 522.4)
All in cost per PGM
ounce sold (6E)^
US$/oz
205.0
742.9
* Inclusive of deferred stripping and exclusive of ore purchases
# Exclusive of capitalised deferred stripping and selling expenses and inclusive
of ore purchases
^ All in cost calculated on by-product basis includes operating cost,
administration costs, deferred stripping and capital, excluding Karo Platinum
Average sea freight rates for the delivery of chrome concentrates
on a CIF Main Ports China basis amounted to US23.0/t
(2023: US$22.9/t).
Gross profit for the period amounted to US$184.6 million
(2023: US$153.3 million). The gross profit margin increased to
25.6% (2023: 23.6%).
EBITDA increased by 29.8% totalling US$177.6 million
(2023: US$136.8 million).
Finance costs for the period totalled US$11.9 million
(2023: US$7.1 million) a 67.6% increase due to the increases in
interest rates as well as the increased debt following the drawdown
of the Absa/SOCGEN term loan.
The Group generated a profit before tax of US$117.7 million
(2023: US$114.3 million), a 2.9% increase.
The tax charge totalled US$30.0 million (2023: US$27.6 million)
with an effective tax charge of 29.8% (2023: 24.1%) for the period.
Cash taxes paid amounted to US$23.6 million
(2023: US$30.0 million).
The total comprehensive income for the period was favourably
impaired from a foreign currency translation credit of US$32.7 million
(2023: charge of US$12.8 million) and amounted to US$115.4 million
(2023: US$73.9 million).
Basic earnings per share for the period amounted to US 27.7 cents
(2023: US 27.4 cents).
The return on invested capital, calculated as the net operating profit
after tax divided by the average invested capital (comprising total
assets less cash and non-interest-bearing short-term liabilities) for the
period under review was 11.1% (2023: 10.5%).
30
tharisa plc 2024 integrated annual report
Cash generated from operations totalled US$204.5 million
(2023: US$148.3 million), with free cash flow of US$5.8 million
(2023: US$77.9 million).
Total capex for the period totalled US$195.0 million of which
US$24.2 million pertained to the mining fleet. The total capex for
the Karo Platinum Project amounted to US$84.1 million.
The Tharisa Mine is currently undertaking a feasibility study into
accelerating the transition to underground mining, with development
occurring concurrently with the phasing out of the open-pit mining
(11-year remaining life of the open pit). Development will be on reef.
With the underground development and the construction of the Karo
Platinum Project, there are competing demands for capital, which will
lead to an increase in the leverage of the Group. The funding
discussions for the Karo Platinum Project are ongoing, with
constrained project debt capacity in the current low PGM pricing
environment, requiring the Group to evaluate alternative funding
solutions.
At 30 September 2024, the Group had cash on hand of
US$223.7 million (2023: US$269.0 million) and total debt of
US$106.2 million (2023: US$139.7 million), resulting in a net cash
position of US$117.5 million (2023: US$129.4 million) with a net
debt-to-equity ratio of -15.1% (2023: -19.2%). The strong balance
sheet and low level of gearing afford the Group the flexibility to
continue to invest in growth projects.
Share repurchase programme
The Company successfully concluded a share repurchase
programme of ordinary shares repurchasing 4 836 918 shares on the
Johannesburg and London stock exchanges for a total consideration
of US$5.0 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 3.0 cents per share subject to the necessary shareholder
approval at the AGM. This is in addition to the interim dividend of
US 1.5 cents per ordinary share. The total dividend amounts to
US 4.5 cents per ordinary share, representing a payout ratio of
16.1% of NPAT.
Michael Jones
Chief Finance Officer
27 November 2024
31
STRATEGIC REVIEW
tharisa plc 2024 integrated annual report
CHIEF OPERATING OFFICER’S REVIEW
The distinctive nature of the co-product model, one which we harness and nurture to
ensure sustainability proved its resilience as we absorbed a 28% reduction in our PGM
basket revenue while our chrome concentrate benefitted from a 13.7% increase in unit
revenue, with the Company meeting its guidance targets. In chrome, we produced a record
output, fostered by our unique metallurgical complex, delivering our product on time to our
client base globally. Tharisa is positioned as a trusted provider of metals that we believe are
vital for the future sustainability of our planet.
Safety
Our employees and contractors’ health and safety will always be a
core value to the Tharisa Group. We achieved a remarkable 0.00
lost-time injury frequency rate for the year under review at Tharisa
Minerals and Karo Platinum. Tharisa Minerals was recognised with
three notable safety awards by the Southern African Institute of
Mining and Metallurgy at the annual MineSafe industry awards:
1.
Winner – Occupational Health
2.
Winner – Occupational Hygiene
3.
Best Improved Safety Performance
Safety is more than focusing on operating safely in the work
environment. It is an intentional and mindful journey that we want all
stakeholders to embrace throughout their daily routine, beyond the
mine gate, from home to the workplace, and at the workplace,
socially ensuring that each person returns home safely and embracing
our core value of safety.
Operational highlights
The integrated business model operating across the value chain
allows the Group to deliver our products to our customers timeously.
Tharisa Minerals is a co-product mine producing PGM and chrome
concentrates. During the year under review, the Tharisa mine plan
was optimised with pit remediation and accessibility improving,
consequently achieving an increase in mining output, with annual
reef tonnes mined increasing by 11.1% to 4 641.9 kt. Good progress
was made with the backlog of waste mining achieving, year-on-year,
a stripping ratio of 12.5 m3:m3 ahead of the life-of-mine strip ratio
of under 10 m3:m3.
Reef milled for the year was up 3.4% to 5 593.8 kt at capacity,
resulting in the achievement of record chrome production of
1 702.6 kt and steady PGM production of 145.1 koz.
As planned, the strategic purchase of third-party ROM slowed
significantly from the prior year. The blending of Tharisa ore and
third-party ore was, however, sub-optimal, impacting recoveries.
While we recorded record chrome production, the weathered and
oxidised nature of the PGM reef in the ROM did result in lower PGM
recoveries impacting PGM production, albeit still in line with market
guidance. The fine chrome recovery plant performed well and
benefitted total chrome production.
Year ended
30 Sept
2024
Year ended
30 Sept
2023
Reef mined
kt
4 641.9
4 177.3
Stripping ratio
m3: m3
12.5
12.8
Reef milled
kt
5 593.8
5 409.8
6E PGMs produced (6E)
koz
145.1
144.7
Average PGM contained
metal basket price
US$/oz
1 362
1 893
Chrome concentrates
produced (excluding
third party)
kt
1 702.6
1 580.1
Average metallurgical
grade chrome
concentrate contract
price – 42% basis
US$/t
CIF China
299
263
We have made timely progress in evaluating the underground
development of the Tharisa Mine, with technical, design and
feasibility studies well underway and expected to be finalised by
the second half of the next financial year. We believe that the
underground development will extend the life of mine by at least
40 years benefitting all stakeholders for decades to come.
Tharisa Minerals successfully concluded a market-related five-year
wage agreement with organised labour represented by the majority
union, namely the National Union of Mineworkers (NUM). This
agreement was negotiated when the mining sector had seen massive
job losses. Therefore, this mutually beneficial long-term agreement
underpins the ongoing stability of our relationship between organised
labour and the mine. The agreement is effective from 1 July 2024
until 30 June 2029 and applies to employees who are subject to the
bargaining units at the Tharisa Mine.
Our R&D drive to beneficiate our commodities moved forward
significantly with the commencement of pilot-scale production of
commercial saleable chrome alloy from a unique and proprietary
process developed by our team at Arxo Metals. This team previously
successfully developed proprietary processes to produce specialty
chrome (chemical and foundry grades at the Challenger Plant) and
recover fine chrome particles at the Vulcan Plant.
Our commodity and beneficiation mix will enhance our integrated
model, providing flexibility and optionality as we consider long-term
decisions influenced by macroeconomic factors and commodity price
movements. Our integrated business model and commodity mix have
ensured sustainability over the last 15 years and set the foundation
for the business to continue for decades to come.
32
tharisa plc 2024 integrated annual report
We have slowed down construction at Karo as we balance our
intention to progress this project with constrained PGM prices and
the global macroeconomic environment. Karo remains a world-class
project. We have flexibility in the ore body and are reviewing volume
changes to the initial mining plan and the mix of PGM and base
metals that will be produced.
Outlook
Production guidance for FY2025 is set at between 140 koz and
160 koz PGMs (6E basis) and 1.65 Mt to 1.8 Mt of chrome
concentrates.
With thanks
As we reflect on the past year, I want to express my heartfelt
gratitude to each and every one of the Tharisa management,
employees and contractors for your tireless efforts, dedication
and commitment to excellence. Your contributions have made
a significant impact on our operations.
Michelle Taylor
Chief Operating Officer
27 November 2024
33
STRATEGIC REVIEW
tharisa plc 2024 integrated annual report
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
Growth projects
(and Tharisa’s shareholding)
Operating and producing companies
(and Tharisa’s shareholding)
Tharisa Minerals – 100%
Arxo Logistics – 100%
Arxo Resources – 100%
Salene Chrome – 100%
Arxo Metals – 100%
MetQ – 100%
Redox One – 100%
Karo Mining Holdings – 76.22%
Karo Platinum – 85%
OPTIMISE EXISTING OPERATIONS
PGM production (5PGE + AU)
145.1 koz
INNOVATIVE THINKING
Reef milled
Chrome concentrate production
5.6 Mt
1.70 Mt
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tharisa plc 2024 integrated annual report
THARISA MINERALS
Tharisa Minerals is 100% owned by Tharisa plc and is uniquely
positioned as a significant co-producer of 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 middle group (MG)
chromitite layers.
The mined reef is processed through innovative engineering at
two separate plants, extracting PGMs and chrome concentrates.
This combined co-product output reduces unit costs and positions
Tharisa Minerals in the lower operating costs quartile 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 5.6 Mt
(2023: 5.4 Mt). 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 of extracting 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.
Using off-the-shelf technology, the Genesis and Voyager processing
plants are uniquely engineered to produce 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 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 of 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.
Average market price
FY2024
US$/oz
FY2023
US$/oz
Change
%
Platinum
942
981
(3.9)
Palladium
1 002
1 594
(37.1)
Rhodium
4 467
8 992
(50.3)
Average chrome price
FY2024
US$/oz
FY2023
US$/oz
Change
%
42% metallurgical grade
299
263
13.6
FY2023
US$/oz grade
chrome
concentrate
The typical metallurgical grade Tharisa produces is
40.0% to 42.0% chrome (as Cr2O3) with the silica
(SiO2) lower than 5.0%.
Chemical-grade
chrome
concentrate
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.
Foundry-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 (AFS)
Grain Fineness 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.
35
OPERATIONAL REVIEW
tharisa plc 2024 integrated annual report
OPERATIONAL REVIEW CONTINUED
ARXO METALS
This wheeled energy will complement the Tharisa Mine’s 40 MW solar
power plant being developed by TotalEnergies Renewables South
Africa Proprietary Limited and Chariot Transitional Power South Africa
Proprietary Limited, which is designed to provide 30% of Tharisa
Minerals energy needs.
Notably, the Etana PPA and the solar project will ensure that
Tharisa Minerals’ drive to reduce its carbon footprint by 30% by 2030
is well within reach while simultaneously guaranteeing predetermined
power costs for a portion of power needs, with up to 76% of
Tharisa Minerals’ energy needs to be provided by renewable energy
from 2026 onwards under these agreements.
Arxo Resources
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, Indonesia and other international markets.
Arxo Resources’ operations scale 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.
Chrome alloy production has traditionally been produced by smelting chrome ore and producing ferrochrome,
which is then remelted in furnaces and alloyed to produce various chrome-containing alloys. The ferrochrome
smelting process is electricity intensive. Arxo Metals process not only sees this proprietary chrome alloy
production requiring less power but, with the recent signing of a 15-year Power Purchase Agreement (PPA) of
wheeled renewable energy with Etana Energy Proprietary Limited (Etana), Arxo Metals believes that the drive
for “greener” chrome from mine to final alloy production, is attainable.
Arxo Metals is the beneficiation, R&D arm of the Group. Arxo Metals
conducts extensive research into technologies and downstream
beneficiation opportunities that can improve yields and recoveries at
the Tharisa Mine. Its core focus is creating increased value for PGM
and chrome products through expanding and optimising the Group’s
processing operations.
This is in line with Tharisa’s business philosophy and ethos focused on
maximising the economic value of the commodities it mines, and as
such the Company beneficiates its chrome. The production of PGM
alloys, and now chrome alloys, are vital cogs in creating the circularity
the Company strives for when beneficiating its commodities.
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. In August 2024, Arxo Metals successfully
produced 40 tonnes of chrome alloy from a unique and proprietary
process developed by its R&D team.
Arxo Metals
Arxo Resources
Arxo Logistics
Research and
beneficiation
Trading
Logistics provider to
and from operations
(2023: 72.6 kt) and 9.9 kt of foundry-grade chrome concentrate
(2023: 11.8 kt) in FY2024.
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.
The Arxo team was instrumental in Tharisa entering a long-term
PPA to procure wheeled renewable energy for the Tharisa Mine.
The 15-year agreement with Etana Energy Proprietary Limited (Etana)
will see Etana provide up to 44% of the Tharisa Mine’s electricity
energy demand via wheeled energy from wind and solar farms in
the Western Cape and Northern Cape using the existing electricity
transmission grid. The wheeled energy is planned to come on stream
in 2026. This transaction will enable the Tharisa Mine to manage its
power costs better and benefit from the renewable energy certificates
arising from the transaction.
Arxo Metals successfully developed the proprietary processes to
produce specialty chrome (chemical and foundry grades at the
Challenger Plant) and for the recovery of fine chrome particles at the
Vulcan Plant, with further plants in commercial production at the
Tharisa Mine. It has developed a proprietary process to produce
chrome alloy direct from smelting Tharisa-mined chrome. Using a
pilot facility, it has proven the feasibility of the process. The first
40 tonnes of alloy produced using chrome from the Tharisa Mine
were sold to a downstream customer producing chrome alloy
products, and further contracts have been fulfilled, with chrome alloy
production continuing. While developing these PGM and chrome
alloys, Arxo Metals has created over 100 job opportunities in the pilot
facility in the Madibeng area of the North West province.
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 off-take
agreement to sell its concentrates to customers in the chemical and
foundry industries. Arxo Metals accounted for producing 77.4 kt of
chemical-grade chrome concentrate
36
tharisa plc 2024 integrated annual report
In FY2024, Arxo Resources sold 1.7 Mt (FY2023: 1.5 Mt) of
metallurgical grade chrome concentrates, of which Tharisa Minerals
produced 1.5 Mt.
Arxo Logistics
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 Northern
Platinum and Sibanye-Stillwater and the long-haul transportation of
chrome concentrates from the Tharisa Mine to international
customers through bulk and container shipping. Due to inland
logistical constraints on the rail network, Arxo Logistics expanded its
footprint and operating ports over the past three years and beyond to
ensure greater flexibility and supply certainty for global customers.
Arxo Logistics ships via Richards Bay Dry Bulk Terminal, Durban ports
and the Maputo Port.
All material was delivered by Arxo Logistics to customers and off
takers on time.
Arxo Logistics shipped a total of 1.7 Mt (FY2023: 1.5 Mt) of chrome
concentrate in FY2024, primarily to main ports in China and
Indonesia, including third-party materials.
Members of the Arxo Metals team who successfully produced the first 40 tonnes of chrome alloy from a unique and proprietary process
37
OPERATIONAL REVIEW
tharisa plc 2024 integrated annual report
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 a market leader and innovator in processes
relying on particle sizing and gravity separation 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 significant 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 are the keystones to MetQ’s success and
ensure future growth.
It plays a vital role in continuously developing and upgrading existing
products, new products and techniques.
Products are continuously improved and developed to ensure an
ever-expanding range of solutions.
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.
METQ achieves ISO 9001:2015 certification during 2024
38
tharisa plc 2024 integrated annual report
39
OPERATIONAL REVIEW
tharisa plc 2024 integrated annual report
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.
Tharisa has a holding of 76.66% in Karo Mining Holdings as a result
of providing funding for the project as part of the overall capital
strategy. With further equity capital, 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 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. Karo is set to contribute significantly to gross
domestic product (GDP) and provides 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. It is situated within a designated special economic zone
(SEZ) 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.
Karo’s commitment
Guided by our values, policies, governance
structures and ethical leadership, we seek to
create shared value, growth and development
with minimal adverse impact on the communities
and environments in which we operate.
People and safety are at the heart of our
operations, and we are deliberate in our efforts
to embrace diversity and empower our employees.
Karo also aspires to build a strong, trusting
relationship with neighbouring communities
through engagement and by respecting its
members’ cultural heritage, social structures
and rights.
COMMUNITY
Engagement: Community engagement is at the heart of Karo’s
approach to building strong, trusting relationships with
neighbouring communities. To this end, Karo’s community
department has convened several meetings to share information
regarding the project and to provide community members with
an opportunity to raise concerns or queries regarding the
company. A grievance mechanism has also been developed to
reinforce this process.
Resettlement: In accordance with the Resettlement Action
Framework developed as part of the Plant and Mine Environmental
and Social Impact Assessment (ESIA), two distinct resettlement
action plans are currently being developed, for the southern-most
extension of the first pit, referred to as Karo Platinum South East
(KPSE) and for the Chirundazi dam, respectively.
In KPSE, up to 15 households may need to be relocated before
mining can begin. Some engagement has already been
undertaken with affected households and a potential
resettlement site has been identified with the assistance of the
Ministry of Lands. Further studies are required, however, to
ascertain the full extent of this resettlement operation.
In the Chirundazi dam area, five to six households must be
relocated and suitable replacement land must be identified to
re-establish the small-scale, seasonal vegetable gardens
established on the river and existing weir’s edge. Initial
engagement has been undertaken with all affected parties,
including the local and customary authorities. Steps are being
taken to appoint a suitably qualified consultant in Q2 2024 to
develop both the Resettlement Action Plans (RAP) and the
Livelihood Restoration Plan.
Community development: Though still in the construction
phase, Karo will seek to support community development
initiatives in the project’s immediate vicinity. In this context:
• A first lot of medical equipment worth US$45 000 was delivered
to Katawa Clinic in Ward 26 in Q2 2023, before its formal
inauguration. In Q4 2023, Karo also stepped in to improve access
and provide saplings for the clinic’s extensive grounds.
• In May 2023, Karo donated fencing material and 223 fruit
trees to establish an orchard at Katawa Primary School.
• In 2024, work got underway to improve the water and
electricity supply to Chirundazi Primary School in Ward 3
thanks to the installation of 30 solar panels and extensive
rewiring work.
The Karo Platinum Project is a Tier 1 resource and a multigenerational
asset. Construction at the Karo Platinum Project officially commenced
on 7 December 2022. Development continues steadily, with value
engineering, mining and process optimisation running parallel. The
fiscal regime with the Government of Zimbabwe necessary for a Tier 1
project is being finalised. However, this and current market conditions
are impacting the funding workstreams and timeline for the delivery of
this project. Accordingly, a measured decision was taken to slow the
project timeline, continuing with smaller work packages, aligned with
funding availability. The Karo Platinum Project has progressed well
despite the slowdown, and smaller work packages have been
completed on time and within budget.
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 multigenerational project with a massive upside to the
resource once phase 1 has been completed.
40
tharisa plc 2024 integrated annual report
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 the exportation of chrome concentrates by
the Government of Zimbabwe. The business case is pending a review.
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.
Karo development site
41
OPERATIONAL REVIEW
Long-duration energy storage (LDES) is necessary
as the world shifts towards renewable energy.
Redox One’s iron-chromium redox flow batteries
(Fe-Cr RFBs) provide a safe, cost-effective and
scalable solution that aligns with the growing needs
of a decarbonised world.
The energy storage market is growing exponentially in
value and is expected to reach US$3 trillion by 2040.
Redox One leads this transformative industry,
powering progress for future generations.
SUSTAINABILITY IN ACTION
Our technology embodies sustainability. It is a crucial step towards a decarbonised world. According to the
International Energy Association by 2030, the world is projected to grow intermittent renewables by 3X, reaching
nearly 50% of the electricity generation capacity. To shift renewables generation to periods of demand, there
is a corresponding growing need for LDES systems that will enable the continued growth of intermittent
renewables such as wind and solar. These systems must be sustainable, be capable of growing to a huge
commercial scale, have minimum restrictions on siting and have multi-decade project lifetimes. Redox One’s
solutions offer precisely that.
Thomas is an entrepreneurial executive with
international experience in developing and
implementing growth strategies for battery
technology companies. With a deep
understanding of the battery industry and
expertise in battery technologies and
products for electric vehicles and stationary
applications, his professional journey spans
various leadership roles, including start-up
co-founder, CEO, CFO and venture capital
investor. He has worked extensively in Europe,
the United States and Asia.
Thomas has a wealth of operational and
transactional experience encompassing
equity, debt and grant funding, as well as
sell-side and buy-side mergers and
acquisitions. One of his most notable
successes was the exit of flow battery
company Volterion, where he was
a co-founder and co-CEO.
REDOX ONE
THE FUTURE
OF ENERGY
STORAGE
Redox One CEO Thomas Gebauer
Partnerships are the cornerstone of progress. Redox One’s journey to revolutionise the global energy landscape would
not be possible without the incredible network of partnerships we have forged.
One of the most significant partnerships 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.
A WELLSPRING
OF RESOURCES
WHY IRON CHROMIUM
Extensive development: Our technology is familiar; it has been refined and proven over time. In fact,
NASA pioneered iron-chromium as the first RFB in the 1970s. Since then, it has matured, refined, scaled
up and amassed numerous proof points, including successful demonstration sites and commercial
deployments. Our Fe-Cr RFBs result from decades of innovation, research, development and
optimisation, making them ready when the technology is most needed for emerging utility-scale,
LDES applications.
Safe: High-temperature stable (60°C operating temperature) aqueous electrolyte (no thermal
runaway or fire danger) with low corrosivity (near neutral pH) requires no special handling beyond
secondary containment and is safe for groundwater (GW) and the environment.
Reliable: No cycle-driven degradation of electrolytes since there is no phase change. Simple battery
management system with direct measurement of state-of-charge and system health. Low corrosive
electrolytes are near neutral pH.
Cost effective: Proprietary and patented electrolyte manufacturing processes directly from the ore
containing over 40 wt% (compared to <10 GWh capacity and expensive purification to extract 0.5 wt%
typical for V) with unmatched affordability – costs 80% lower than vanadium electrolytes. Electrolytes
are a perpetual asset due to no phase change during operation. After decades of use, the
electrolytes will be reused at the end of the next project.
Sustainable: The electrolyte is 100% reusable and recyclable.
Secured: Redox One has exclusive and direct access to nearly unlimited raw materials through our
partner Tharisa, supporting a stable supply of electrolytes for decades to come.
Abundant: TWh of capacity exists in current mining operations. Iron is the fourth most abundant
mineral in the earth’s crust and chromium is the eighth most produced mineral on the planet.
Our supply chain is not dependent on “critical raw materials” like Li-Ion batteries or Vanadium RFBs.
The ore contains over 40 wt% Cr (compared to <10GWh capacity and expensive purification to extract
0.5 wt% typical for V).
OUR PARTNERSHIPS MAKE US STRONGER
www.redoxone.com
MISSION
Redox One pioneers a sustainable energy future
with safe, reliable and cost-effective large-scale
energy storage solutions.
Through our proprietary Fe-Cr RFB technology,
we accelerate the clean energy transition,
providing sustainable energy storage worldwide.
Our commitment to innovation, environmental
responsibility, manufacturing partners and
customers revolutionises the global energy
landscape for a switched-on tomorrow
constantly.
VISION
Redox One envisions a world transformed by safe,
reliable, cost-effective and scalable energy
storage solutions for LDES. Our vision is to lead the
charge in reshaping the energy landscape, where
our Fe-Cr RFB technology propels communities,
industries and nations toward a cleaner, more
resilient future.
Through innovation, execution and collaboration,
we will make clean energy universally accessible,
abundant and affordable for future generations.
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.
SAFE,
RELIABLE,
COST-
EFFECTIVE
LARGE-SCALE
ENERGY
STORAGE
tharisa plc 2024 integrated annual report
MARKET REVIEW
The epicentre of PGM mining
Deep beneath the surface, in the earth's crust lay a group of rare and
precious metals, forged billions of years ago in the heart of exploding
stars. These metals, known as the Platinum Group Metals (PGMs),
comprise six elements: platinum, palladium, rhodium, ruthenium,
osmium and iridium. Their journey began around 2.5 billion years ago
when the earth's crust was still forming.
The PGMs were first discovered in South Africa in the 18th century,
but it was in the early 20th century that their unique properties and
potential uses became apparent. The Bushveld Complex in South
Africa, one of the largest known deposits, would become the
epicentre of PGM mining.
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.
PGMs have several unique properties that make them indispensable
in various industries:
• Catalytic converters: PGMs, particularly platinum, palladium and
rhodium, reduce harmful emissions in vehicle exhausts, converting
pollutants into harmless gases.
• Jewellery: Platinum's durability and aesthetic appeal make it a
popular choice for fine jewellery.
• Medical applications: PGMs are used in medical implants, such as
pacemakers, dental implants and surgical instruments.
• Electronics: PGMs are used to produce computer hard drives,
catalysts and other electronic components.
• Fuel cells: PGMs, especially platinum, are essential for the
development of fuel cell technology.
The PGM industry has undergone significant transformations over the
last decade:
• Supply and demand: Fluctuating demand, primarily driven by
changes in automotive demand and emissions regulations, has
impacted PGM prices.
• Recycling: The industry has shifted focus towards recycling,
particularly from catalytic converters, to supplement primary
production.
• Alternative technologies: Research into alternative materials, such
as palladium-free catalysts, has gained momentum.
• Sustainability: The industry has emphasised responsible mining
practices, environmental stewardship and social responsibility.
• Electrification of transportation: The rise of electric vehicles (EVs)
has led to decreased demand for PGMs in traditional catalytic
converters.
Despite these changes, PGMs remain crucial components in various
industries. As technology continues to evolve, the demand for these
rare metals will adapt, ensuring their value and importance for
generations to come.
PGM smelting
44
tharisa plc 2024 integrated annual report
PLATINUM
OSMIUM
• Fountain pen nibs (50%)
Extremely hard and durable.
• Electrical contacts (30%)
High-temperature applications.
• Dental implants (10%)
Corrosion resistant.
• Jewellery (10%)
Alloys for electrical contacts.
190.230
• Jewellery (50% of demand)
Engagement rings, watches and fine jewellery.
• Catalytic converters (30%)
Reduces vehicle emissions.
• Fuel cells (5%)
Enhances efficiency and durability.
• Medical applications (5%)
Implants, surgical instruments and dental devices.
• Electrical contacts (5%)
Connectors, switches and relays.
• Petroleum industry (5%)
Catalysts for oil refining.
195.078
IRIDIUM
• High-performance alloys (50%)
Aerospace and industrial applications.
• Electrical contacts (30%)
High-temperature applications.
• Catalysts (10%)
Chemical reactions.
• Radiation sources (10%)
Medical and industrial applications.
192.217
EMERGING APPLICATONS
• Hydrogen fuel cells
PGMs enhance efficiency and durability.
• Electrification of transportation
PGMs used in electric vehicle components.
• Renewable energy
PGMs applied in solar and wind energy technologies.
• Biomedical implants
PGMs used in implantable devices.
• Water purification
PGM-based catalysts for water treatment.
RECYCLING AND SUSTAINABILITY
• Catalytic converter recycling
Recovering PGMs from end-of-life vehicles.
• Jewellery recycling
Reusing and refining PGMs from
scrap jewellery.
• Responsible mining
Emphasis on environmental stewardship and
social responsibility.
PGMs are crucial components in various industries.
RHODIUM
RUTHENIUM
• Electrical contacts (40%)
Wear-resistant contacts.
• Jewellery (30%)
Alloys for electrical contacts.
• Hard disk drives (20%)
Magnetic coatings.
• Fuel cells (10%)
Enhances efficiency.
• Catalytic converters (90%)
Reduces vehicle emissions.
• Electrical contacts (5%)
High-temperature applications.
• Jewellery (3%)
Electroplating white gold.
• Medical applications (2%)
Implantable devices.
102.906
101.070
PALLADIUM
• Catalytic converters (60%)
Reduces vehicle emissions.
• Jewellery (20%)
Alternative to platinum.
• Electronics (10%)
Hydrogen purification, fuel cells and electrical contacts.
• Dental (5%)
Alloys for dental restorations.
• Chemical industry (5%)
Catalysts for chemical reactions.
106.420
45
OPERATIONAL REVIEW
tharisa plc 2024 integrated annual report
MARKET REVIEW CONTINUED
PGM prices remained subdued throughout the past year as factors
such as destocking and the future of PGMs dominated supply-
demand fundamentals.
The average annual PGM price saw a decrease of 28% to US$1 362/oz
(FY2023: US$1 893/oz).
US$/t
PGM basket price ($/oz)
1050
1110
1170
1230
1290
1350
30/09/2024
30/08/2024
31/07/2024
28/06/2024
31/05/2024
30/04/2024
29/03/2024
29/02/2024
31/01/2024
29/12/2023
30/11/2023
31/10/2023
29/09/2023
This meant that in the first half of the year under review, the PGM
market suffered from pricing pressure, with the effect of low prices
manifesting in peer companies, which resulted in production cutbacks
and shaft closures. This was exacerbated by excess inventory in the
PGM pipeline, which, contrary to forecast, stretched into the latter
part of the year as PGM prices continued to be constrained by the
latency of pipeline destocking. Tharisa remains firmly of the opinion
that the PGM price over the next 12 to 24 months will be higher,
fuelled by the continued evidence that the internal combustion
engine will remain relevant for a long time to come, and our firm
view that hybrid drivetrains are an integral part of the transportation
mix. Furthermore, the physical platinum market is entering a longer
period of supply deficit, which should be a catalyst for higher
platinum prices in the near term.
This is coupled with the hydrogen economy, where we expect to
see strong demand for PGM metals due to their unique chemical
properties.
We maintain our view that scientific and real-world applications
continue to be presented in the hydrogen economy, with capital
being promoted for this new type of application, thus creating
stronger prominence and highlighting the significance of PGMs
in this application.
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.
Chrome – quietly getting on with matters
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 ferrochrome
smelters.
Chrome prices were strong in the period under review on the back of
the fundamentals of the chrome market, with real growth in stainless
steel driven by demand from China and beyond.
Average annual metallurgical grade chrome concentrate prices were
up 13.7% at US$299/t (FY2023: US$263/t), with Tharisa producing
1 702.6 kt (FY2023: 1 580.1 kt), the highest output in the history of
the Company.
US$/t
kt
■ Monthly market price average CIF China bulk 42% basis (US$/t)
■ Port stocks (kt)
Metallurgical chrome price (US$/t) and port stocks (kt)
(October 2023 to September 2024)
270
280
290
300
310
320
330
Sep
24
Aug
24
Jul
24
Jun
24
May
24
Apr
24
Mar
24
Feb
24
Jan
24
Dec
23
Nov
23
Oct
23
1 800
2 150
2 500
2 850
3 200
Significantly, Tharisa successfully delivered on its beneficiation
strategy with production of chrome alloy and testing upscaled
batteries at Redox One, using the Company’s own chrome.
Tharisa remains a significant player in the global chrome industry,
supplying approximately 10% to 12% of China’s annual demand
for the metal.
46
tharisa plc 2024 integrated annual report
Tharisa remains a significant player in the specialty chrome market,
with roughly a fifth 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.
With the stainless-steel market in the Far East needing close to 2 Mt
of chrome concentrate a month and the industry projected to grow at
some 3%, the fundamentals for chrome remain strong, particularly as
logistics, both inland in South Africa and vessels transporting product
to China, remain complex, yet manageable. Any economic stimulus in
China and beyond will provide solid support for the chrome market.
2019
160.73
Market average annual price (US$/t)
2020
139.33
2022
223.91
2021
156.43
2023
276.37
2024
300.16
Uses of chrome concentrates
93%
4%
Chemical grade
■Cr2O3 – 45% to 47%
■SiO2 – <1.2%
■Used to produce sodium dichromate
2%
Foundry grade
■Cr2O3 – >46%
■SiO2 – <1%
■High-thermal conductivity and low-thermal
expansion
■Moulds for metal castings
<1%
Refractory grade
■Cr2O3 – 46%
■SiO2 – <1.2%
■98% <2 mm
■Refractory bricks for furnace linings
Metallurgical grade
■Cr2O3 – 30% to 45%
■SiO2 – <4%
■
Key ingredient for stainless steel
Year ended
30 September
2024
Year ended
30 September
2023
Year-on-year
movement
%
Average PGM contained metal basket price
US$/oz
1 362
1 893
(28.1)
Platinum price
US$/oz
942
981
(4.0)
Palladium price
US$/oz
1 002
1 594
(37.1)
Rhodium price
US$/oz
4 467
8 992
(50.3)
Average metallurgical grade chrome concentrate contract price –
42% basis
US$/t
299
263
13.7
Average exchange rate
ZAR:US$
18.2
18.2
–
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:
0.6 tonne
CHROME ORE
0.25 tonne
FERROCHROME
1 tonne
STAINLESS STEEL
+
+
47
OPERATIONAL REVIEW
tharisa plc 2024 integrated annual report
PRINCIPAL RISKS AND UNCERTAINTIES
MANAGING OUR RISKS
The Tharisa Group understands that it operates in a dynamic business environment inherently
characterised by change and uncertainty, therefore, we understand that risk management is
a critical success factor and view our risk management process as a strategic enabler in the
achievement of our business objectives and the maintenance of resilience in delivering
shareholder value.
Our risk management process
Our proactive and integrated risk management approach is central to operational and strategic decision making which improves and safeguards
the Group’s value while exploiting identified opportunities to best serve the long-term interest of all our stakeholders.
Our risk management is a systematic and rigorous process that involves continuous communication and consultation, setting internal and external
context for identifying, analysing, evaluating and treating risk, reporting and recording the outcomes and monitoring and reviewing.
Accountability and governance
Our ERM process is a strategic initiative fully supported by the Board and executive management. The Executive Committee (exco) constantly
monitors risks, while the Risk Committee oversees the process. Exco maintains a quarterly-reviewed risk register, with updates reported to the Board
twice a year, ensuring accountability and strategic oversight.
Principal risks
Our principal risks are risks that the Group considers to be a threat to achieve its strategic objectives. In the following tables, we have included a
summary of our principal risks, key drivers, impact, mitigation strategies and comments.
The principal risk report is based on changes in residual risk rating as a result of ongoing quarterly reviews. This could, therefore, change significantly
as a result of both internal and external factors that drive these risks to materialise. Our risk ratings are derived from a calculated mitigation
impact of the unwanted event. The top 13 principal risks for 2025, are arranged from the highest to the lowest risk score. Principal risks are prioritised,
with treatment strategies designed, implemented and continuously monitored to ensure effectiveness in managing these to acceptable levels.
2024
RANKING
RISK DESCRIPTION
AND KEY DRIVERS
IMPACT
MITIGATION
2025
RANKING
TREND
2024 vs 2025
FORWARD
LOOKING
COMMENTS
Health and safety
1
Failure to achieve zero
harm and maintain a
healthy workplace.
Key drivers:
• Employee behaviour
• Our business
partners’ health and
safety compliance
maturity is not
aligned with Tharisa
• Lack of internal
standards control
• Lack of
organisational
system applications
for real-time
monitoring of
incidents
• Inadequate
alignment of risk
management
• Operational
stoppages
(section 54 by the
Department of
Mineral and
Petroleum
Resources), which
have an impact on
production
• Decreased employee
wellness and quality
of life
• Isometrix application for
real-time monitoring and
reporting of SHE incidents
• Document management
system (DMS) to
standardise and centralise
documents
• Contractor onboarding
system to ensure
compliance with the
Mine Health and
Safety Act 29 of 1996
(MHSA) for our business
partners
• Standardised operational
risk management
procedure/framework
• Management of change
procedure
• SafeLife behaviours
• Fatal hazard code
awareness and self-
assessments
• Group standards’
self-assessments
1
Employees’ health and
safety are a core value.
We are committed
to continued
implementation of our
SHE strategy with a
focus on health and
safety improvement in
our quest for zero
harm, albeit that good
safety performance
was demonstrated in
the recent past.
48
tharisa plc 2024 integrated annual report
2024
RANKING
RISK DESCRIPTION
AND KEY DRIVERS
IMPACT
MITIGATION
2025
RANKING
TREND
2024 vs 2025
FORWARD
LOOKING
COMMENTS
Political uncertainty (South Africa)
2
Ongoing policy
uncertainty.
Key driver:
• National coalition
government in
South Africa
between parties
with differing
manifestos
• Decline in foreign
investment
• Closely monitoring the
political landscape to
adapt where needed.
• Government and
community engagement
8
Regulatory non-compliance and legislative changes
3
Failure to comply with
authorisation
conditions, obtain
amendments to
current authorisations
and other mining
regulations.
Key drivers:
• Evolving regulations
as a result of
political
developments
• Changes in societal
expectations and
the public
perception of
mining activities
• Failure to comply
with management
processes will
threaten the ability
to adhere to
regulations and
permits
• Delays in
authorisation
process due to
continually
changing regulatory
requirements
• Delays to projects
and disruption to
existing operations
resulting in financial
loss
• Legal claims and
regulatory actions,
fines and
reputational
damage
• Legal guidance/advice
and regular updates on
changing regulatory
requirements
• Regular engagements
with relevant authorities
to strengthen
relationships
• Community forum
established.
• MHSA SHE alerts on
newly introduced,
updated and obsolete
laws/regulations/
legislations
6
Tharisa prioritises
compliance with all
regulatory bodies to
ensure sustainable
mining practices. By
adhering to these
regulations, we
demonstrate our
commitment to
responsible and
long-term resource
management.
Asset concentration
4
Tharisa currently owns
and operates one
primary producing
asset located in
South Africa.
Key driver:
• Capital constraints
• Business
interruption
• The Group has invested
in the development of
Karo Platinum
• Focus on Research and
Development and
commercialising projects
such as Redox One
4
This risk continues to
be monitored, taking
all possible
opportunities for
expansion into
account.
New
Up from 2024
No change
Down from 2024
49
OPERATIONAL REVIEW
tharisa plc 2024 integrated annual report
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
2024
RANKING
RISK DESCRIPTION
AND KEY DRIVERS
IMPACT
MITIGATION
2025
RANKING
TREND
2024 vs 2025
FORWARD
LOOKING
COMMENTS
Global commodity prices
5
Volatility in commodity
prices.
Key driver:
• Economic downturn
impacting demand
• The Group’s
revenues,
profitability and
future growth rate
• The capacity to
invest in growth
projects is
constrained during
periods of low
commodity prices,
which may, in turn,
affect future
performance
• Maintaining a
conservative balance
sheet
• Proactive management
of debt and the delivery
of cash
• Improvement and
operational performance
targets
• Regular updates of
economic analysis and
ongoing discussions on
commodity price
assumptions with the
executive managers and
the Board
• Multiple product
streams. (PGMs,
metallurgical Cr, foundry
Cr and chemical Cr)
2
Macroeconomic
conditions remain
uncertain, which may
result in price volatility
in the products mined
and marketed.
However, our versatile
group of metals give
Tharisa a competitive
advantage, enabling
us to adapt to market
fluctuations and
sustain our operational
resilience.
Financing and liquidity
6
Inability to raise
enough funds to meet
financial obligations,
finance operations
and sustain growth.
Key drivers:
• Static share price
trading
• Debt funding
capacity.
• Greylisting’ of
South Africa by the
Financial Action
Task Force
• Tough financing
and macroeconomic
conditions
• Operational under
performance
• Lower levels of cash
flow, profitability
and valuation
• Debt costs may
increase due to
ratings’ agency
downgrades and
the possibility of
restricted access to
funding
• The Group may be
unable to complete
the investment
programme within
the desired
timescales or
achieve the
expected values.
• Prudent financial
planning
• Maintaining a strong
balance sheet
3
Tharisa remains
committed to all its
stakeholders, applying
financial discipline
ensuring long-term
sustainability of the
Group.
Customer concentration
7
The bulk of Tharisa’s
chrome production is
exported to China and
Indonesia. This gives
the Group significant
exposure to a single
geographic market
although there are
diverse customers.
Key driver:
• Stainless-steel
market in China
• If a key customer is
lost, it can impact
revenue
• Loss of bargaining
power
• Business
interruption
• Continuous stakeholder
engagement
• Ongoing discussions
on supply agreements
• Enforcement of supply
agreements
• Investment in research
and development for
beneficiation
7
This risk continues to
be monitored, taking
all possible
opportunities for
alternative markets
into account.
50
tharisa plc 2024 integrated annual report
2024
RANKING
RISK DESCRIPTION
AND KEY DRIVERS
IMPACT
MITIGATION
2025
RANKING
TREND
2024 vs 2025
FORWARD
LOOKING
COMMENTS
ESG
9
Companies are facing
increasing pressure
from investors,
customers and
regulators to address,
monitor and manage
ESG risk.
Common ESG risks
include those related
to climate change
impact mitigation,
environmental
practices and duty of
care. From a social and
governance risk
perspective, elements
may consist of respect
for human rights,
anti-bribery and
corruption practices,
as well as compliance
with relevant laws and
regulations.
Key drivers:
• Inability to attain a
social licence to
operate
• Lack of inclusive
participation in
business
opportunities for
doorstep
communities
• Poor stakeholder
engagement with
the interested and
affected parties on
issues that affect
doorstep
communities
• High unemployment
rate within doorstep
communities
• Cash flow is
negatively affected
• Community unrest
• Reputational risk to
Tharisa
• Environmental
stewardship
• Monitoring of SLPs’
programmes to ensure
completion of the
identified projects
• Ringfenced community
opportunities for
business and labour
• Ensuring compliance
across the operational
permits from regulators
• Regular stakeholder
engagement with
regulators and
community structures
5
Climate change is
one of the defining
challenges of our era
and our commitment
to being part of the
global response
presents both
opportunities and
risks.
New
Up from 2024
No change
Down from 2024
51
OPERATIONAL REVIEW
tharisa plc 2024 integrated annual report
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
2024
RANKING
RISK DESCRIPTION
AND KEY DRIVERS
IMPACT
MITIGATION
2025
RANKING
TREND
2024 vs 2025
FORWARD
LOOKING
COMMENTS
Labour
12
Finding talent
continues to be
a significant challenge
for mining and metals
companies.
Key drivers:
• Increasingly
competitive labour
market
• The sector’s poor
brand and
perceptions around
licence to operate
• Ageing workforce
Lack of continuity,
knowledge drain,
decreased employee
engagement and
morale, increased
recruitment costs and
business disruption.
• Talent management
framework
• Recruitment and
selection policy.
• Identification of scarce
skills
• Upskilling or filling roles
with internal candidates,
where possible
• Leveraging university and
experiential programmes
• Participation in school
career fairs within areas
of influence
10
We recognise our
workforce as our key
priority and are
committed to its
continued
improvement and
growth. We strive to
continue and maintain
an environment that
encourages employee
contribution and
attracts new talent.
Resource and reserve management
13
Insufficient value
extraction per tonne
of reef, combined with
potential pit dilution
and resource
sterilisation.
Key drivers:
• Sub-optimal
quantity and quality
of reef (poor
processing plant
recoveries)
• Pit dilution
• Financial loss
• Reduced LOM
• Owner mining model
• Investment in the latest
technology and
machinery for optimal
mining practices
• Skilled workforce
• Strategic purchase of
ROM ore
• Accuracy and execution
of mine plan
• Employee key
performance indicator
(KPI) management
12
We have implemented
comprehensive
measures and
continuously improve
our processes to
effectively address
and mitigate the risk,
ensuring optimised
resource utilisation
and long-term
shareholder value.
Unscheduled breakdowns
14
Unscheduled
breakdowns leading
to prolonged
reduction in mining
and/ or production.
Key drivers:
• Ageing equipment
• Supply chain
disruptions
• Financial loss
• Fleet optimisation
• Skilled workforce –
Engineering and Geology
• Preventative
maintenance
• Supply chain
management efficiencies
• Adequate ROM
stockpiles (target: two
months) while
supplementing times of
low ROM with purchases
of ROM from third
parties
• Continuous investment.
• Partnering with local
mines for supply of ROM
13
We are committed
to the proactive
mitigation of this risk
to ensure operational
continuity and protect
shareholder value.
52
tharisa plc 2024 integrated annual report
2024
RANKING
RISK DESCRIPTION
AND KEY DRIVERS
IMPACT
MITIGATION
2025
RANKING
TREND
2024 vs 2025
FORWARD
LOOKING
COMMENTS
Cyber security
15
Loss or harm to our
technical infrastructure
and the use of
technology within the
organisation from
malicious or
unintentional sources.
Key drivers:
• Lack of user
knowledge
(employees)
• Lack of continuous
software patching
and updates
• Lack of firewall rules
to detect malicious
attacks
• Lack of network
monitoring and
strict network
boundaries
• Lack of intrusion
prevention system
• Revenue loss and
reputational
damage
• Exposure of
confidential
information
• Business
interruption
• Legal and regulatory
impacts (Protection
of Personal
Information Act,
2013 (Act 4 of
2013) (POPIA))
implications)
• Cyber security awareness
training, campaigns
• Unified email
management system
• MS Defender| Intune|
Darktrace
• Ironscale| Multifactor
Authentication
• XG SOPHOS Firewalls|
Darktrace AI
• Annual vulnerability and
penetration assessment
9
During 2024, our
controls responded as
planned and no
cyber-attack attempt
significantly impacted
the Group. Our cyber
security programmes
constantly evolve with
the continuously
changing risk
landscape.
Country risk, Karo Zimbabwe
New
The political landscape
in Zimbabwe is
unstable (the country
is still trying to regain
its competitive
advantage and find its
feet again, so there
are frequent
adjustments to policies
and a lot can change
in a short time).
Key drivers:
• Policy instability and
unpredictable
regulations
• Corruption
• Reserve bank rules
and regulations
around money and
currency
• Poor infrastructure
(power supply
shortage and
deteriorated
transport
infrastructure)
• Liquidity constraints
(the country has
little or no foreign
currency reserves)
• Investor reluctance
• Increased
operational costs
• Operational
disruptions
• Erosion of
profitability
• Difficulty
repatriating profits
• Fixed-price
contracts may
become unviable as
inflation drives up
costs over time
• Regular engagement
with government and
regulatory authorities
• Political risk insurance
• Partnership with local
stakeholders
• Indexing of contracts
to inflation
• Cost control and
efficiency
• Adequate cash reserve
maintenance
• Pricing and contract
flexibility
11
New
Tharisa has a
well-thought-out
strategy, involving
strong community
engagement, legal
safeguards and
contingency plans for
economic and political
instability. We remain
vigilant in the
management of our
risks and maintain
good relations with all
relevant stakeholders.
New
Up from 2024
No change
Down from 2024
53
OPERATIONAL REVIEW
Environment
Social
Governance
Health and safety
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 our physical waste is disposed of
properly and with a lower-carbon footprint.
The holistic wellbeing of our employees is a
priority to us because we believe good health
goes beyond the physical. Tharisa takes mental
health and social wellbeing very seriously.
People are our greatest asset and 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 cared for.
Tharisa 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
effective corporate governance is practised
consistently throughout the Group.
tharisa plc 2024 integrated annual report
SUSTAINABILITY
54
Key data
Number of employees and contractors who
underwent hearing tests (via medical
surveillance programme)
7 883
(2023: 7 934)
Number of employees screened for TB/silicosis
(via medical surveillance programme)
3 475
(2023: 3 094)
Occupational diseases
(number of new silicosis/TB and NIHL)
0
(2023: 0)
Number of employees and contractors voluntarily
tested for HIV/AIDS
3 948
(2023: 3 876)
Environment
Diesel used (M litres)
44
(2023: 42)
Total CO2 emissions
(Scope 1) tCO2e
133 381
(2023: 123 555)
Total energy
consumption GJ
2 368 780
(2023: 2 241 328)
Employees who received
learnerships, bursaries,
study assistance internships
and skills and enterprise
development training
111
(2023: 75)
Total amount spent on
SLPs/CSI
ZAR36.5m
(2023: ZAR32.4m)
Total amount spent on
procurement from HDP,
women and BBBEE-
compliant companies
ZAR6.04bn
(2023: ZAR2.27bn)
Social
Health
tharisa plc 2024 integrated annual report
55
Environment
Tailings volume (Mm2)
1.17 m
(2023: 1.15 m)
Fatalities
0
(2023: 1)
LTIFR
0
(2023: 0.13)
Total spent on local/host
community suppliers
ZAR60.4m
(2023: ZAR18.9 m)
Social
Safety (Tharisa Minerals)
Integrating sustainability
into our business and
investment decision making
has been a feature of Tharisa
for some time. 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 measuring
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.
We aim to minimise our
impact on the landscape
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 promptly and
transparently. It also
illuminates the pathway
towards our 2030 and 2050
goals concerning our
decarbonisation pathway using
renewable energy and our
internal innovation capabilities.
tharisa plc 2024 integrated annual report
tharisa plc 2024 integrated annual report
SUSTAINABILITY CONTINUED
OUR APPROACH TO SUSTAINABILITY
Our ESG framework
Our ESG framework offers stakeholders a comprehensive overview
of Tharisa’s alignment with ESG principles, enabling the Group to
manage risks and seize related opportunities effectively. Tharisa is
committed to a holistic approach and recognises that sustainability
encompasses more than just environmental issues.
Sustainability has long been a priority in our business and investment
decisions and enhances the lives of our employees and the
communities we serve. We have recently intensified our efforts to
measure environmental data, focusing on reducing our carbon
footprint and minimising our impact on the natural environment.
This data aims to inform decisions that leverage opportunities and
mitigate risks. Our commitment to environmental and social
stewardship seeks to minimise the long-term impact on the
landscape, ensuring that sustainability extends beyond the life of
our mining operations.
Enriching lives through innovating the resources company of the future
Environment
Social
Governance
• Climate change
• Health and safety
• Good corporate governance
• Energy
• Employee wellbeing, diversity and inclusion
• Ethical behaviour
• Water
• Community safety and wellbeing
• Risk and crisis management
• Air quality
• Human rights
• Compliance
• Waste management
• Reporting and voluntary disclosures
• Biodiversity
• Rehabilitation and closure
Sustainability encompasses the capacity to maintain or support
processes over time and ensures that natural and physical
resources are preserved for future generations.
At Tharisa, we are dedicated to embedding sustainability in our core
values and ethos. We recognise its vital role in driving our long-term
success and fulfilling our responsibilities to the planet. Our approach
to sustainability involves a structured process for identifying and
evaluating key Environmental, Social and Governance (ESG) risks and
opportunities. This allows us to effectively manage social, economic
and environmental impacts while aligning our operations with
stakeholder expectations and enhancing overall resilience. Guided
by our Sustainability Framework, we aim to contribute to the
United Nations SDGs and foster strong relationships with local
communities to promote sustainable development.
To evaluate our sustainable practices, Tharisa employs the Harvard
Business School theory, which focuses on understanding the effects
of our operations on society and the environment. This chapter builds
on our previous ESG disclosures and provides transparent information
about our progress and initiatives. This demonstrates the tangible
difference made by embedding ESG and sustainability into our
strategy and core values. We also outline our decarbonisation
pathway towards 2030 and 2050, which is driven by adopting
renewable energy and internal innovation.
56
tharisa plc 2024 integrated annual report
tharisa plc 2024 integrated annual report
Sustainability governance
As a global PGM and chrome supply market leader, we operate with
honesty, integrity, transparency and flexibility. We recognise that
impact reporting is essential not only for accountability, but also for
Our ESG principles and commitments
Principles
Commitments
2024 progress
1. New business cases and investments will be
evaluated against ESG principles
• Conduct ESG due diligence and risk
assessments for new and existing
investments
• Build internal capacity to implement the
ESG framework and fulfil commitments
• Integrate the ESG framework into Tharisa’s
daily operations
• We are committed to expanding our
business and identifying opportunities for
improvement and economic growth, with
ESG due diligence now a critical step
before making decisions on existing and
new opportunities
• An ESG framework for Tharisa has been
developed and is currently being
implemented in our daily operations
2. Adhere to governance and promote ethical
practices across the Group
• Make decisions aligned with the existing
governance framework
• Report the Group’s ESG performance
bi-annually and annually in accordance
with Global Reporting Initiative (GRI)
standards
• IBIS Consulting has been appointed as Tharisa’s
sustainability assurance provider for 2024 and
provides a third-party perspective to ensure the
accuracy and transparency of our ESG data
• IBIS Consulting has validated the Group’s
ESG performance standards in accordance
with GRI standards
3. Encourage and promote engagement on
ESG issues with stakeholders
• Collaborate with dedicated departments to
engage with local (host) communities on
relevant ESG issues
• Cultivate positive relationships with state
organs and regulators
• We conduct regular engagements with
local communities, allowing them to raise
ESG issues and facilitating collaboration
between the mine and the community to
address these concerns
• The mine maintains solid working
relationships with state entities and
regulators to ensure ongoing compliance
with all authorisations
4. Adopt new technology solutions to assist in
the transition to a low-carbon economy
• Engage in ongoing strategic partnerships to
adopt cutting-edge mining machinery
technology
• Integrate stakeholders in asset replacement
processes to explore low-carbon solutions
in the mining value chain
• Tharisa is committed to enhancing our
operations by transitioning to a low-carbon
footprint through various carbon reduction
strategies outlined in this section
5. Achieve a 30% carbon reduction by 2030
• Transition to renewable energy with a
ZAR1 billion investment in a solar energy
project to supply Tharisa Mine by Q2 2025
• Implement offsetting measures to reduce
Scope 1 and 2 emissions where applicable
• We are transitioning to renewable energy
sources to power the mine, with a
consortium committing approximately
ZAR 1 billion to a solar energy project to
supply Tharisa Mine by Q2 2025
• This solar project will help reduce our
Scope 2 emissions
6. Achieve carbon neutrality by 2050
• Our research and facility unit is actively
trialling carbon neutralisation projects
• Our Research and Development (R&D)
Department is currently testing carbon
neutralisation projects, which will be
implemented as they become feasible
7. Environmental stewardship
• Develop biodiversity management plans to
mitigate impacts on sensitive areas and
new developments
• Improve water usage efficiency across all
operations
• Align with international best practices for
environmental stewardship
• A biodiversity strategy has been developed
and will be implemented in 2025
• Tharisa focuses on understanding the
mining and processing water balance to
assess water reticulation (gains and losses)
and identify ways to reduce water usage
and enhance reuse
advancing our commitment to multigenerational sustainability at
Tharisa. Over the years, we have made significant strides in fulfilling
the United Nations SDGs and objectives, and this progress will be
highlighted in this section.
57
57
SUSTAINABILITY
tharisa plc 2024 integrated annual report
SUSTAINABILITY CONTINUED
13
12
7
13
6
15
16
1
3
5
8
NO
POVERTY
GOOD
HEALTH AND
WELLBEING
GENDER
EQUALITY
LIFE ON
LAND
CLIMATE
ACTION
CLEAN
WATER AND
SANITATION
AFFORDABLE
AND CLEAN
ENERGY
DECENT WORK
AND
ECONOMIC
GROWTH
CLIMATE
ACTION
RESPONSIBLE
CONSUMPTION
AND
PRODUCTION
PEACE,
JUSTICE AND
STRONG
INSTITUTIONS
Our
approach
B
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di
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g
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d
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pt
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bl
e
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n
v
ir
o
n
m
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al
s
te
w
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r
d
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h
i
p
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o
m
m
u
n
it
i
e
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m
a
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ch
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Sustainability development goals
The SDGs represent a universal call to action to end poverty, protect
the planet, and ensure peace and prosperity for all. Disclosing our
environmental and social risks and our commitment to relevant SDGs
is essential due to our significant impact in these areas. Understanding
and managing these risks is crucial for our business growth and
alignment with the SDGs.
We recognise that addressing environmental and social risks is vital
for advancing the SDGs and ensuring long-term business success.
Tharisa’s sustainability strategy aligns with all 17 SDGs, focusing on
nine where we can have the most substantial social and
environmental impact. Our approach combines responsible risk
management with value creation for stakeholders, benefitting both
our business and surrounding communities.
We are dedicated to fostering a sustainable and resilient global
environment, driving us to align with, adhere to, and exceed the
SDGs. Despite our developmental initiatives’ inherent risks and
impacts, we remain committed to managing these challenges
responsibly. This report highlights our progress in renewable energy,
community development and environmental stewardship and
demonstrates our commitment to sustainable development and
meaningful change.
Our contribution to achieving SDGs
58
tharisa plc 2024 integrated annual report
United Nations
SDGs
Environment/
social aspects
Environment/
social risks
Commitments made to
reducing our risk
Our
status
NO POVERTY
Food security
• Hunger and
malnutrition
• Food insecurity
• Promote economic growth through job creation,
infrastructure development and tax contributions
• Implement community development projects, including
skills training, entrepreneurship initiatives and social
welfare programmes
• Prioritise preferential procurement by sourcing goods and
services from local businesses
• Protect natural resources and biodiversity for the long-term
sustainability of communities
• Provide food donations, including parcels for matric winter
school, in partnership with Engen
• Establish vegetable gardens at local schools to create
sustainable jobs and provide access to food
✓
GOOD HEALTH
AND WELLBEING
Health
• Spread of
communicable
and
non-communicable
diseases
• Contribute to good health and wellbeing by providing
medical services, including relevant medication and
counselling for employees and communities
• Conduct annual health campaigns and medical
assessments for all employees and contractors to improve
access to health and welfare services
• Offer holistic wellbeing support for employees at no cost,
including lifestyle disease assessments and ongoing health
initiatives
✓
GENDER EQUALITY
Equality
• Discrimination and
harassment
• Alienation based on:
– Gender
– Sexual
orientation
– Marital or civil
partner status
– Gender
reassignment
– Race
– Religion or
belief
– Skin colour
– Nationality
– Ethnic or
national origins
– Disability
– Age
• Attract and support women in management positions,
particularly in the mining sector, while fostering diversity
and inclusion to ensure women occupy decision-making
roles
• Enforce solid anti-discrimination policies and focus on
gender safety across all operations to create a safe work
environment and maintain a fair pay policy
• Conduct campaigns and raise awareness to eradicate
gender-based violence (GBV) and promote the inclusion
of women in management and decision-making authorities
✓
CLEAN
WATER AND
SANITATION
Water
• Contamination of
water resources
• Overconsumption
of water in a
water-scarce
country leading to
reduced
availability for
surrounding
communities
• Ensure access to clean water and sanitation through
effective water management systems, treatment
technologies, safe hygiene practices, and regular quality
assessments to minimise water use and footprint
• Monitor water quality and quantity, inputting data into
models to identify pollution sources and mitigate risks,
while maintaining stormwater management infrastructure
for compliance with GN704 Regulations
• Reduce water consumption and discharges by reusing and
recycling processed water, and implement a salt and water
balance along with water meters for accurate data
collection
✓
59
SUSTAINABILITY
tharisa plc 2024 integrated annual report
SUSTAINABILITY CONTINUED
United Nations
SDGs
Environment/
social aspects
Environment/
social risks
Commitments made to
reducing our risk
Our
status
AFFORDABLE AND
CLEAN ENERGY
Power
usage
• Exploitation of
non-renewable
resources
• Overconsumption
of electricity that
increases the
strain on the
national grid
• Reduce dependence on coal-generated electricity and
diesel generators
• Invest in solar PV and renewable energy systems to lower
reliance on fossil fuels and reduce greenhouse gas (GHG)
emissions
• Construct a 40 MW PV solar plant to supply energy to the
mine, targeting a 30% emissions reduction by 2030
• Implement energy-saving initiatives, including LED lights,
solar geysers and solar-powered systems
• Progressively install green energy fuel equipment to exploit
effective opportunities
✓
DECENT WORK AND
ECONOMIC GROWTH
Employment
• Exploitation
through forced or
child labour
• Increased
unemployment and
poor-quality jobs
with unsafe
working conditions
and unstable
income
• Comply with the Labour Relations Act and relevant legal
statutes
• Create sustainable work opportunities for youth, host
communities and historically disadvantaged individuals
• Offer competitive remuneration and benefits
• Focus on skills development and supply chain investment
to achieve full and productive employment, ensuring decent
work for all in the communities where we serve
✓
RESPONSIBLE
CONSUMPTION AND
PRODUCTION
Waste
• Soil, water and
natural resource
contamination
• Insufficient
disposal space
resulting from
improper waste
management
• Achieve significant waste reduction with increased
recycling and reuse
• Use engineered waste rock dumps (WRDs) and tailings
storage facilities (TSFs) to prevent contamination
• Safely dispose of non-recyclable waste in landfill sites
• Implement effective mining methods to reduce waste
generation and enhance run-of-mine (ROM) production
• Focus on sustainable management of natural resources and
minimise environmental footprint through responsible
consumption, innovation and circular economy principles
✓
CLIMATE ACTION
Climate
change
• Release of
increased GHGs to
the environment
• Energy reduction and adoption of renewable energy
systems
• Waste recycling and reduction initiatives
• Monitoring GHG inventory and compliance with annual
reporting requirements to the Department of Forestry,
Fisheries and the Environment through the South African
Greenhouse Gas Emissions Reporting System (SAGERS)
✓
LIFE ON LAND
Biodiversity
• Loss of protected
species
• Encroachment of
alien invasive
species
• Decline in natural
biodiversity (fauna
and flora)
• Eradication of alien invasive species
• Rehabilitation of impacted and unused areas
• Provision for post-closure management
✓
PEACE, JUSTICE
AND STRONG
INSTITUTIONS
Legal
compliance
• Fines and
penalties imposed
by authorities
• Reputational risk
due to inadequate
environmental
protection
• Obtain all necessary legislative permits and authorisations
• Conduct environmental and legal audits to assess Tharisa’s
Environmental Management Programme (EMPr) compliance
with relevant legislation, including the Mineral and
Petroleum Resources Development Act (MPRDA), National
Environmental Management Act (NEMA), National
Environmental Management Waste Act (NEMWA) and
National Water Act (NWA)
• Secure approval from competent authorities before
implementing new activities
✓
* Unless otherwise indicated, the data refers to Tharisa Minerals as Karo is still in development
60
tharisa plc 2024 integrated annual report
OUR ENVIRONMENTAL STEWARDSHIP
Our environmental strategy is closely tied to our core values and purpose and emphasises our commitment to sustainability and
responsible stewardship. It aims to mitigate environmental impacts across our operations and value chain through initiatives that
reduce our ecological footprint, promote biodiversity and ensure responsible resource use.
To support this, we have implemented rigorous compliance programmes that adhere to local, national and international regulations to ensure
we monitor our environmental performance and exceed industry standards. These measures protect our operations from environmental risks
and enhance our resilience in a complex business landscape.
We strive to lead by example in our industry through ongoing evaluation and adaptation of our initiatives, inspiring others to embrace sustainable
practices. This allows us to fulfil our corporate responsibility and contribute to a more sustainable and equitable future for all.
Transparency and accountability are vital to building trust with stakeholders, including employees, customers and community members. We
promote collaboration and responsibility by sharing our environmental performance data and sustainability progress. Through our many initiatives
we have reduced the number of level 3 – level 5 incidents from five in FY2023 to one in FY2024.
Climate, water, waste and energy
Sustainability refers to the ability to maintain or support processes over time. In business, it aims to prevent the depletion of natural resources to
ensure their availability for future generations. We are committed to integrating sustainability into our ethos and company values.
Utilising the Harvard Business School theory, Tharisa measures its sustainable practices by assessing our impact on the environment and society.
We aim to achieve a positive effect in at least one of these areas. We strive to balance long-term benefits with immediate returns while pursuing
inclusive and environmentally sound objectives. To this end, we remain dedicated to reducing emissions, lowering energy consumption, sourcing
products from fair-trade organisations and ensuring the proper disposal of physical waste with a lower-carbon footprint.
Key environmental performance indicators
Indicators
2024
2023
2022
Total water consumption
2 751 505 m3
1 776 553 m3
3 485 152 m3
Total electricity consumed
218 996.81 MWh
213 390 MWh
208 750 MWh
Total energy consumption
2 368 780 GJ
2 241 328 GJ
2 238 622 GJ
Total CO2 emissions
6 276 630 tCO2e
5 542 515 tCO2e
5 389 848 tCO2e
Total fuel purchased
44 M litres
41 M litres
42 M litres
Total waste generated (solid)
1 960 tonnes
3 163 tonnes
4 079 tonnes
Total liquid waste
8 170 Kℓ
9 156 Kℓ
1 172 Kℓ
Matters material to environmental stewardship
ENVIRONMENTAL STEWARDSHIP
Responsible sourcing
Climate change and resilience
Energy consumption
Water stewardship
Biodiversity
Air quality management
Tailings management
Waste management
Rehabilitation and closure
The SDGs we contribute to through our approach to environmental stewardship
We actively engage with six specific SDGs that align with our environmental focus: SDG 6 (clean water and sanitation), SDG 7 (affordable and
clean energy), SDG 12 (responsible consumption and production), SDG 13 (climate action), SDG 15 (life on land) and SDG 16 (peace, justice and
strong institutions).
61
SUSTAINABILITY
tharisa plc 2024 integrated annual report
SUSTAINABILITY CONTINUED
Our approach to environmental management
We aim to create positive outcomes in critical areas while
balancing immediate returns with long-term benefits.
This holistic approach drives our commitment to reducing
emissions, minimising energy consumption, sourcing from
fair-trade organisations and ensuring responsible waste
disposal to reduce our carbon footprint.
Our strategic stewardship approach underpins our sustainability
initiatives and commitments for 2030 and 2050. We enhance our
operational resilience and long-term viability by aligning our practices
with the six specific SDGs mentioned above. Through continuous
innovation and stakeholder engagement, Tharisa aims to lead by
example in promoting sustainable practices in the mining industry
to ensure a thriving planet for future generations.
Energy management
The efficient use of electricity is essential for the mine’s operations
and processing plants with electricity powering the latter and
diesel fuelling mining machinery. Tharisa aims to reduce its
dependency on non-renewable resources by focusing on renewable
energy generation. We purchased 44 519.36 m³ of fuel
(2023: 41 497.96 m³) while electricity consumption reached
218 996.81 MWh (2023: 213 390.04 MWh).
Committed to aligning with the SDGs, Tharisa targets a
30% reduction in its carbon footprint by 2030 and aims for carbon
neutrality by 2050. Key initiatives in 2024 included conducting a
feasibility study on using moringa trees for biodiesel production,
constructing a 40 MWh solar farm with anticipated operation by
Q2 2025 and investigating an electricity wheeling arrangement for
renewable energy supply up to 250 MWh when solar power is
insufficient.
Climate change
We recognise climate change as a critical global challenge that
necessitates reducing GHG emissions throughout our value chain
while enhancing operational resilience and maintaining transparent
stakeholder communication. Our decarbonisation strategy, endorsed
by our Board, commits us to adopting renewable and low-carbon
energy sources and addressing climate change impacts on our
business. Climate-related issues are reviewed quarterly by our Board
committees with the sustainability team managing our ESG
framework and performance metrics.
Key commitments include conducting climate change risk
assessments, advocating for low-carbon energy solutions, evaluating
biodiversity and rehabilitation risks and integrating energy and GHG
metrics while sourcing energy from renewable sources across all
operations and new developments.
In alignment with SDG 13, we acknowledge the necessity of climate
action and the transition to a low-carbon economy. Since 2016,
we have calculated our GHG inventory and complied with annual
regulatory reporting requirements to the Department of Forestry,
Fisheries and the Environment through SAGERS. Our carbon
footprint results are also reported according to the GHG Protocol
and the ISO 14064-1:2018 standard, which serve as benchmarks
for corporate reporting.
Community members showcasing latest crop yield
62
tharisa plc 2024 integrated annual report
Climate change risks
Tharisa is committed to aligning with South Africa’s climate change
policies, which advocate for lower emissions and enhanced
environmental stewardship. We ensure compliance with South
Africa’s National Climate Change Response Policy, the Climate
Change Bill, the Nationally Determined Contribution (NDC) and
the Integrated Resource Plan.
South Africa’s climate change framework is anchored by the
National Climate Change Response Policy, which governs the NDC.
The country’s first NDC, published in 2015 and updated in September
2021, sets more ambitious emission reduction targets. The updated
NDC aims for a “peak, plateau, and decline” trajectory, with GHG
mitigation targets of 398 – 510 million tCO2e by 2025 and 350 to
420 million tCO2e by 2030, along with a goal of net-zero emissions
by 2050. This reflects South Africa’s commitment to addressing
climate change and transitioning to a lower-carbon economy.
South Africa’s annual emissions from 2000 to 2020 with the upper and lower NDC targets for 2025 and 2030 in millions tCO2e.
A climate change vulnerability assessment was conducted by Promethium Carbon in 2024 which projected risks up to 2050. The assessment
focused on two main factors:
(a) Changes in rainfall patterns and intensity
(b) The unpredictability of tropical cyclones and storms, both of which present uncertainties in future projections
The overall outcomes of this climate change vulnerability assessment, along with their implications for operations, are detailed below:
Climate change outcome for Tharisa (2050 prediction)
Impacts on the operation
Mean annual temperatures will increase by approximately 1.5°C
Number of hot days are expected to increase by 39 days per year
Increased evaporation results in less water being available for the
operation of the mine. Increased heat exhaustion and possibly reduced
working hours during peak daytime temperatures.
Heat stress and discomfort could lead to unforeseen incidents that could
cause damage to equipment/or human injury. This could lead to high
mortality rates, heat-related illnesses, increased injuries, more
absenteeism, slow work pace, loss of productive capacity and poor
social wellbeing.
Rainfall is expected to decrease by 3 mm/year. Rainfall will occur in
high-intensity events resulting in flooding.
Droughts are expected to become a considerable risk.
Reduced water available for mining, impacting surface and groundwater
levels and decreasing water abstraction.
When rainfall does occur, flooding of mining areas (loss of production)
and dirty water dam overflows (increased environmental incidents).
63
SUSTAINABILITY
Tharisa’s carbon-neutral emission trajectory related to the South African NDC
0
100 000 000
200 000 000
300 000 000
400 000 000
500 000 000
600 000 000
700 000 000
0
1 000 000
2 000 000
3 000 000
4 000 000
5 000 000
6 000 000
7 000 000
2050
2048
2046
2044
2042
2040
2038
2036
2034
2032
2030
2028
2026
2024
2022
2020
Scope 1 and 2 target tCO2e
NDC trajectory MtCO2e
■ NDC range
Carbon neutrality target
Adjusted target trajectory
Scope 1, 2 and 3
tharisa plc 2024 integrated annual report
SUSTAINABILITY CONTINUED
While tropical cyclones are expected to increase in frequency in South Africa, the inland location of the project site is likely to minimise their
impacts. In contrast, drought, water stress and rising temperatures – potentially more frequent hot days – are identified as the most significant risks.
Water stress poses the highest threat due to the critical need for adequate water supply for operational continuity.
Projected change by 2050 relative to baseline
Climate change vulnerabilities
Vulnerability is the likelihood of being adversely affected by climate change, including its variability and extremes. Assessing project vulnerability
involves evaluating potential climate impacts on development projects and identifying strategies to enhance resilience.
The below assessment matrix scores each climate impact based on its likelihood and consequences and is informed by expert opinions and historical
data relevant to the project and region. Factors considered include climate events’ extent, severity and duration, with projections extending to 2050.
Mandela Day community clean-up campaign
64
tharisa plc 2024 integrated annual report
Climate change impact
Current/near-historical
Shared Socioeconomic
Pathways (SSP11)
SSP22
SSP53
Mean annual temperature 19.3±0.6°C; increasing trend
Increase of 0.6°C
Increase of 1.1°C
Increase of 1.5°C
Very hot (uncomfortable)
days
9 days/year (mean)
Increase to 25 days/year
(mean)
Increase to 29 days/year
(mean)
Increase to 39 days/year
(mean)
Mean annual precipitation 603 ±104 mm/year; slight
increasing trend
Mean increase of 57 mm/
year
Mean decrease of 7 mm/year
Mean decrease of 3 mm/year
Extreme rainfall days
Mean of 5 days
per annum
Increase of 2 days
per annum
Increase of 1 day
per annum
Increase of 1 day
per annum
Drought risk
Medium – high
Not available
Not available
High risk of increase in
drought tendencies per
decade compared to baseline
Flood risk
Medium
Not available
Not available
Medium − high
Damaging wind risk
Not available
Wildfire likelihood
Likely
Not available
Not available
Increase to high wildfire risk
The following mitigation measures are currently being implemented and are proposed to be implemented by the mine to address climate change
risks.
Measure
Description
Design process
Incorporate green building principles by sourcing sustainable materials with lower-carbon footprint during the
design phase.
Energy efficiency
Implement energy efficiency measures to reduce electricity consumption and reliance on non-renewable energy.
Install LED lighting, motion sensors, and energy-efficient heating, ventilation and air conditioning (HVAC) systems.
Consider investing in renewable energy sources like solar PV to offset electricity consumption.
Tharisa will begin receiving renewable energy as part of a power purchase agreement from a 40 MW solar PV facility
in 2025, which will contribute to Tharisa’s planned reduction of 30% of carbon emissions by 2030.
Waste management
Implement a waste management plan to reduce waste generation through reusing and recycling materials.
Tharisa prioritises minimising waste generation by implementing the waste management hierarchy. Disposal is only
considered as a last resort after all other management options are exhausted. This process involves generating,
segregating and storing waste in colour-coded containers to facilitate recycling and reuse, thus reducing the final
amount of waste disposed of. This approach should be applied to the expansion project.
Habitat restoration and
reforestation to offset any
residual carbon stock
impacts are to be
implemented during the
closure and rehabilitation
phases of the open-pit
mining section, and in
future, the entire mining
site
Restore degraded habitats within or near the project site to re-establish native vegetation and ecosystems.
Plant trees and other plants to rebuild carbon stocks over time where careful selection of species and restoration
techniques are important for success.
Partner with local communities and organisations to scale up reforestation efforts. These efforts, such as planting on
previously forested lands, could help sequester additional carbon from the atmosphere with reforestation projects
targeted in areas with suitable conditions and land availability.
Implement sustainable land management practices like agroforestry, improved grazing management, or reduced-impact
logging, which could help maintain and enhance carbon stocks on lands surrounding the project site.
By pursuing a portfolio of mitigation and restoration actions, Tharisa could help minimise the net effects on the
carbon balance and potentially achieve a net positive impact over time. Careful planning, stakeholder engagement
and long-term monitoring will be critical for the success of this effort.
Annual GHG inventory
Monitor all GHG emissions, including direct and indirect sources (including infrastructure, fuel-related and other
material sources), through an annual inventory.
The scope of the inventory should exceed the legislative requirements of only monitoring direct emissions from
stationary sources as most emissions from the Tharisa Underground Expansion Project will be indirect emissions from
imported energy.
Update historical GHG reporting to include emissions from the expansion project.
1 Taking the Green Road (Low challenges to mitigation and adaptation)
2 Middle of the Road (Medium challenges to mitigation and adaptation) or status quo
3 Fossil-fuelled Development – Taking the Highway (High challenges to mitigation, low challenges to adaptation)
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Building a low-carbon economy
We recognise our responsibility to transition to a low-carbon
economy and reduce emissions through our low-carbon transition
strategy. This enhances energy security and also positions us in the
emerging energy value chain. Our commitment to integrating
sustainability into business decisions is fundamental, with a firm focus
on measuring environmental data to minimise our carbon footprint
and overall impact.
Our roadmap outlines our path to achieving our 2030
decarbonisation goals through renewable energy and innovation.
This demonstrates our dedication to sustainability and proactive
climate change management approach.
Energy consumption and GHG emissions
The efficient use of electricity is essential for the successful operation
of Tharisa’s mine and processing plants. Electricity powers the
processing plants, while diesel fuels all mining machinery. The primary
objective is to reduce reliance on non-renewable resources and shift
our focus to renewable energy generation.
m3
MWh
■ Diesel (m3)
■ Electricity (MWh)
Diesel and electricity consumption
9 000
10 000
11 000
12 000
13 000
2024
Q4
2024
Q3
2024
Q2
2024
Q1
2023
Q4
2023
Q3
2023
Q2
2023
Q1
48 000
50 500
53 000
55 500
58 000
The above graph illustrates the total diesel and electricity consumption factored into the GHG emission calculations. Overall, diesel and electricity
consumption remained steady in 2023 and 2024.
Our current carbon footprint
Direct GHG emissions (Scope 1) refer to emissions generated by sources owned and controlled by Tharisa with diesel totalling 133 381 tCO2e of
these emissions in 2024 (2023: 123 555 tCO2e).
Energy indirect emissions (Scope 2) stem from electricity purchased from the national grid, totalling 221 187.081 tCO2e (2023: 221 926 tCO2e).
Other indirect GHG emissions (Scope 3) arise from activities activated by the mine but controlled by subcontractors or value-adding chain
companies. These are further divided into upstream – which focuses on acquired goods and services – and downstream, which relates to sold goods
and services.
Indicators
2024
2023
Scope 1 CO2e emissions
(direct – fossil fuels/non-renewable) (t000)
133 381 tCO2e
44 519.36 m3
123 555 tCO2e
44 519.36 m3
Scope 2 CO2e emissions
(indirect – electricity purchased) (t000)
221 187.081 tCO2e
218 996.81 MWh
221 926 tCO2e
218 996.81 MWh
Scope 3 CO2e emissions
(indirect, not Scope 1 or 2) (t000)
5 922 062 tCO2e
5 197 034 tCO2e
The total emission trend for 2023 and 2024 shows that Scope 3 emissions account for most of Tharisa’s total emissions, with only minimal changes
in Scope 1 and 2 observed. Scope 3 emissions primarily arise from the transportation distance of the product from the mine to customers and its
final destination, including contractors’ diesel consumption and blasting agents.
To address this, we have set an emission reduction target to decrease carbon emissions. This target is based on several strategic projects designed to
reduce the Company’s carbon footprint. The carbon reduction strategies focus on decreasing reliance on Eskom electricity, which is expected to
lower overall emissions across operations.
SUSTAINABILITY CONTINUED
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tharisa plc 2024 integrated annual report
Scope 1, 2 and 3 emissions
2024 quarterly reduction (tCO2e)
2024 Q1
2024 Q2
2024 Q3
2024 Q4
2023 Q1
2023 Q2
2023 Q3
2023 Q4
Total emissions generated
1 695 587
1 510 670
1 513 128
1 546 338
1 346 769.829
1 413 822
1 328 776
1 452 604
Target emission reduction
1 215 297
1 164 132
1 112 967
1 061 802
1 419 956.21
1 368 791
1 317 626
1 266 461
Difference
480 290.5
346 538.4
400 161.7
484 536.2
(73 186.4)
45 030.2
11 149.7
186 142.7
Timeline
Year
Vision 2025
• Data management systems for sustainability disclosure reporting
• Internal and external regulatory audits for all operations
• Support services for expansion projects
• Operational water stewardship strategies
• Enhanced procurement opportunities for host communities
• Socioeconomic development initiatives in collaboration with
community engagement and transformation teams
• Air quality management strategy
• Group regulatory compliance
• Diversified energy mix
• Carbon reduction programmes
• Sustainability integration
• Shared value and growth
We are committed to key actions to drive meaningful change across our operations and the broader industry to support decarbonisation and our
long-term goals. Collaborating with stakeholders, including industry peers, government bodies and community organisations, is central to this.
This is to leverage shared knowledge and resources for greater climate action impact. We will seek financial and technical support through
partnerships that align with our sustainability objectives and enable the adoption of innovative decarbonisation technologies. Engaging with
suppliers is essential for promoting low-carbon solutions and staying informed about market advancements.
Total emissions
Target emission reduction
Up and downstream emissions (Scope 3)
Direct CO e emissions (Scope 1)
Indirect (purchased electricity) (Scope 2)
Scope 1, 2 and 3 emissions
0
200 000
400 000
600 000
800 000
1 000 000
1 200 000
1 400 000
1 600 000
1 800 000
2024
Q4
2024
Q3
2024
Q2
2024
Q1
2023
Q4
2023
Q3
2023
Q2
2023
Q1
■ Eskom ■ Solar ■ Wheeled
Future energy plan (%)
113 162
113 162
79 702
79 707
79 707
218 996
133 134
19 927
19 927
2027
2026
2025
2024
(Eskom)
0
20
40
60
80
100
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tharisa plc 2024 integrated annual report
SUSTAINABILITY CONTINUED
We aim to create a unified approach to sustainability by collaborating with industry coalitions and maintaining open communication with our
partners. Ultimately, our efforts will establish a robust decarbonisation framework that meets our operational objectives and fosters a more
sustainable future for all stakeholders to address climate challenges and drive transformative change in our industry.
GHG future prediction
The table below shows the projected increase in GHG emissions expected from new proposed projects at Tharisa.
Operations phase
Emission category
Activity
Per annum
(tCO2e)
Lifetime
(tCO2e)
Category 1: Direct GHG emissions and removals
Category 2: Indirect GHG emissions from imported
energy
Fuel combustion in owned machinery and vehicles and
purchased electricity (mining and concentrating
processes)
624 906
62 490 603
Total operations emissions
624 906
62 490 603
Carbon reduction strategies
Tharisa is dedicated to aligning with the SDGs by targeting a 30% reduction in our carbon footprint by 2030 and striving for carbon neutrality by
2050. A critical component of this commitment involves transitioning to alternative green energy sources.
Our future energy plan outlines a progressive approach, starting with 100% Eskom power in 2024, transitioning to 63% Eskom and 37% solar in
2025, and ultimately reaching a mix of 9% Eskom, 37% solar and 53% wheeled energy by 2026.
To effectively support our decarbonisation efforts, we will collaborate with stakeholders, secure financial and technical resources, engage suppliers
for innovative decarbonisation technologies, define our role in achieving carbon neutrality and align with partners on shared commitments that
resonate with our ambitious sustainability goals.
Summary of renewable energy initiatives at Tharisa:
Solar power plant
Tharisa is developing the Buffelspoort solar PV energy facility, which will have a contracted
capacity of up to 40 MWp. This project aims to supply power to the Tharisa Mine through a
newly proposed 88 kV overhead power line, approximately 2.5 km long, connecting the onsite
substation to a point north of the N4 Bakwena Highway. By diversifying the energy mix, this
initiative seeks to reduce Tharisa’s reliance on Eskom and support sustainability targets to lower
our carbon footprint. The project has obtained the necessary environmental permits, including
Environmental Authorisation (EA) and water-use licence (WUL), with construction set to begin
in early 2025.
Wind and solar wheeling
Tharisa has signed a power purchase agreement to procure wheeled renewable energy, which
will fulfil up to 44% of the mine’s electricity demand from wind and solar farms in the Western
and Northern Cape. The wheeled energy is expected to be operational in 2026, complementing
the 40 MW solar power plant and helping to achieve a 30% reduction in our carbon footprint
by 2030.
Redox One
The Redox One project focuses on harnessing renewable energy for battery storage. This initiative
uses chrome and iron resources from the Tharisa Mine as an electrolyte to store excess solar and
wind energy generated during peak times. The batteries are designed for longevity and can be
reused or resold, thereby supporting the renewable energy sector.
Biomass fluidised bed reactor
(experimental)
This experimental project explores using various biofuels in a reactor for energy generation, using
chrome as a heat sink to retain energy from biomass combustion. Potential biomass sources
include invasive species like water hyacinth, and chicken manure and wood chips.
Concentrated Solar Power
(experimental)
This project aims to use concentrated solar energy to heat chromite sand, which will serve as an
energy source for various applications under investigation.
Hydrogen Capture Project
(experimental)
This initiative seeks to capture and store hydrogen generated during the smelting process for use
in Tharisa’s pyrometallurgical operations or as a marketable by-product.
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tharisa plc 2024 integrated annual report
Water management
Water is a strategic resource that is closely monitored and
managed, mainly because our operations are situated in a
water-scarce region of the country. Tharisa’s critical water
uses and guiding principles are illustrated in the figure below.
We are committed to responsible water stewardship and are guided
by our comprehensive policy that establishes effective water
management governance, practices and procedures. Our dedication
extends to enhancing resilience against climate change and
understanding the water needs of the communities we serve. This
includes actively supporting public water infrastructure maintenance
and participating in local catchment forums where we address water
management challenges collaboratively with various stakeholders.
Water withdrawal
Tharisa withdraws
water from boreholes,
Buffelspoort water system and
municipal supplies
in compliance
with the approved IWUL
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
Reuse efficiency
The mine is committed to
minimising water consumption
through reuse and recycling
initiatives. Its water system is
designed as a closed loop to
ensure minimal losses or
discharges
Discharges
While occasional discharges can
occur – particularly during heavy
rainfalls – these are promptly
reported to relevant authorities
and are followed by immediate
clean-up and rehabilitation
efforts
Water use
Water is used in the crushing,
screening and processing
plants, as well as for dust
suppression during blasting,
on haul roads, and at ore
transfer points. Potable water
is provided to employees
through Rand Water and
bottled water sources
Since we operate in a water-scarce region, we closely monitor and
preserve water usage, recognising its critical importance to our
operations and the surrounding environment. The water used by the
mine is sourced primarily from boreholes (52%), with additional
contributions from the 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 Tharisa’s commitment to water conservation, we
constructed a reverse osmosis (RO) plant in 2022 to supply water to
our mining-changing facilities to reduce our dependence on
municipal water sources. This has helped us maintain a positive water
balance, minimising the need to extract water from the Buffelspoort
Dam. Installing flow meters, an ongoing project since 2022, also
ensures accurate water usage and reuse tracking, to enhance our
water management efforts. These measures support operational
efficiency and the sustainable management of regional water
resources to benefit local communities and the environment.
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Water consumption
Water for our operations is sourced from various channels, including
boreholes, pit dewatering, regional water supply utilities, purchased
bottled water (5 ℓ for drinking) and the Buffelspoort Dam irrigation
scheme.
In 2023, a total of 1 776 553 m³ of water was consumed, while in
2024, consumption increased to 2 751 505 m³, reflecting a 25% rise
in water usage due to a change in water recording methods.
15%
4%
2%
0%
79%
2023 Q1 to Q4 water usage (km3)
● Borehole ● Buffelspoort
● Rand Water/potable water
● Purchased water bottles
● Pit dewatering
18%
8%
2%
14%
59%
2024 Q1 to Q4 water usage (km3)
● Borehole ● Buffelspoort
● Rand Water/potable water
● Purchased water bottles
● Pit dewatering
Mine water reticulation
A fully functional dynamic water balance model is being developed
for our operations with the help of an external service provider. This
model will simulate and predict water reticulation under various
scenarios, offering valuable insights for improved water management
and optimisation.
Given the inherent variability and uncertainties influencing the mine’s
water system – such as meteorological conditions, plant efficiencies,
production processes and slurry densities – a dynamic stochastic
model is essential. This model will quantify these uncertainties,
forming the foundation for effective integrated water management.
It aims to provide a comprehensive view of the operation’s water
systems over time. It will be used to test various water conservation
and water demand management (WCDM) strategies, assess their
impacts on risks and support informed decision making.
The model will facilitate strategies to reduce water demand, waste
and effluent disposal while enhancing water recovery and reuse rates
by illustrating all water users, gains and losses within the system.
This proactive approach will help mitigate risks associated with water
security and promote sustainable resource use. The model will also
be adaptable to future operational and environmental changes,
ensuring its ongoing relevance.
Tharisa has also applied for an updated IWUL to include additional
proposed water activities and amend existing authorised uses. The
updated IWUL was granted by the Department of Water and
Sanitation (DWS) in September 2024, superseding the licence granted
in 2020. Tharisa remains committed to complying with its IWUL and
associated limits to ensure proper water management across its
operations.
Wastewater management
Effective wastewater management is crucial for our operations
and prioritises protecting surface water quality and compliance
with environmental regulations.
We utilise pollution control dams (PCDs) to manage potentially
contaminated wastewater, ensuring it is contained and reused in our
processes. A key aspect of our strategy involves separating dirty and
clean water in accordance with GN704 regulations to prevent
contamination and minimise environmental impact.
Our PCDs are vital for managing wastewater, ensuring it is contained
through dedicated channels and pipelines. We maintain optimal
stormwater management facilities for effective drainage and pollution
control. Process effluent water is collected in lined TSFs to prevent
seepage into groundwater and protect local ecosystems.
Wastewater generated from sanitation processes is also routed back
to the sewage treatment plant where it undergoes chemical and
biological treatment before being pumped to the process water dam
for reuse. This closed-loop system conserves water resources and
demonstrates our commitment to sustainability and responsible
stewardship while ensuring compliance with all regulations and
standards.
Water recycling
Water recycling is crucial to our operations and addresses the
significant demands of our three processing plants. It also aligns
with SDG 6, which emphasises clean water and sanitation. A key
component of our recycling efforts is the pit dewatering process
where water is pumped from the east, west and far west pits into
the Hernic Quarry for reuse, creating a closed-loop system that
maximises efficiency.
Our stormwater management system effectively separates clean
and dirty water, ensuring compliance with GN704 regulations and
protecting water resources. Return water from our TSF is vital as it is
collected and redirected for reuse in our plants, minimising water
loss and environmental discharge. The recent expansion of our
wastewater treatment facility enhances our ability to treat and
recycle wastewater from various operations. We also produce an
annual salt and water balance report to guide our conservation
and reuse strategies.
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tharisa plc 2024 integrated annual report
To encourage water conservation awareness, we implement
educational initiatives for our employees and contractors which
highlight the importance of responsible water use. Our water
metering project ensures accurate monitoring of water inflows
and outflows and reinforces our commitment to effective water
stewardship.
Key initiatives include:
• Pumping water from the east, west and far west pits into the
Hernic Quarry for reuse through the pit dewatering process.
• Separating clean and dirty water via our stormwater management
system in compliance with GN704 regulations.
• Collecting return water from the TSF for reuse in our plants,
ensuring it is routed through licensed PCDs.
• Maintaining a closed-circuit water management system to prevent
loss or environmental discharge.
• Ongoing environmental awareness initiatives, including monthly
discussions, reinforce the importance of water conservation among
employees and contractors. Our water metering project, initiated in
FY2022, focuses on regulatory compliance and accurate reporting
of water usage and recycling volumes.
Ground and SW monitoring
We are committed to ensuring that our operations do not significantly
impact local water quality. If impacts occur, we strive to understand the
risks associated to nearby communities. SW monitoring locations for
the mine are monitored monthly, while GW monitoring locations are
assessed quarterly. The monitoring locations for SW and GW are shown
in the below figures.
We closely monitor watercourses surrounding the mine and maintain
dirty water storage facilities to effectively separate contaminated and
clean water sources. This monitoring helps identify any seepage from
the dams and determines if any exceedances in water quality are due
to mining activities or external factors.
In September 2024, Tharisa was issued a new Integrated IWUL that
enables the release of water from the Hernic Dam when excess water
is received and no other reprocessing options are available. New
boreholes have also been drilled in strategic locations north of the
mine to enhance monitoring efforts as recommended by GW
specialists.
Surface Water Monitoring Points
Legend
Surface Water Monitoring Points
(Clean Water Sources)
Surface Water Monitoring Points
(Dirty Water Sources)
Mining Right Boundary
Surface water monitoring locations
Groundwater Monitoring Points
Legend
Groundwater Monitoring Points
Mining Right Boundary
Groundwater monitoring locations
Waste management
Tharisa prioritises effective waste management by adhering
to a hierarchy of controls that emphasises minimising waste
generation as the primary objective.
Waste disposal is considered as a last resort after exploring all other
options. Our waste management procedures promote responsible
waste generation and efficient handling, starting with source
separation to facilitate recycling and reuse. A colour-coding system
for waste containers aids in proper sorting, ensuring that recyclable
materials do not mix with general waste and maintaining safe storage
to reduce contamination risks.
By implementing these practices, we significantly decrease the volume
of waste sent to disposal facilities to support our sustainability goals.
Continuous improvement is central to our strategy and involves
regular employee training on waste management protocols and
collaboration with external partners for innovative recycling solutions.
Through these efforts, we are committed to minimising our
environmental footprint, conserving resources, fostering a culture of
sustainability, and setting a leading example in responsible waste
management in the mining industry.
2024
2023
Total domestic waste
generated
776.63 tonnes
674.41 tonnes
Total industrial waste
generated
785.59 tonnes
1 094.12 tonnes
Total non-hazardous waste
generated
1 562.22 tonnes
domestic and
industrial
1 768.53 tonnes
domestic and
industrial
Total hazardous waste
generated (solid)
403.3
tonnes solid
2 488.8
tonnes solid
Total hazardous waste
generated (liquid)
8 170 Kℓ
9 156 Kℓ
Production waste
generated
15.69 Mm3
waste rock
14.50 Mm3
waste rock
Tailings waste generated
1.17 Mm3
tailings
volume
1.15 Mm3
tailings
volume
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SUSTAINABILITY CONTINUED
Non-mineralised waste (general and hazardous) management
The table below provides the types of waste generated. The most
significant waste stream generated at the mine is sewage.
■ Hazardous liquid waste (e.g. used oil, contaminated water)
■ Sewage
■ Non-hazardous waste
■ Hazardous solid waste
Waste type generated (kl)
0
500
1 000
1 500
2 000
2 500
3 000
Q4
2024
Q3
2024
Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Q1
2023
kl
Waste types generated at Tharisa
Mineralised waste management
Production waste generated at the mine includes tailings and waste
rock currently stored on the various waste management facilities.
Refer to the following graph which the waste and tailings generated
by the mine.
■ Waste rock
■ Tailings
Production waste generated (Mm3)
0
1
2
3
4
5
Q4
2024
Q3
2024
Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Q1
2023
Mm3
Production waste generated at Tharisa
Tharisa has implemented waste management initiatives that resulted
in a 24% reduction in overall waste generation, with 56% of
non-hazardous waste recycled in 2024. Recycled non-hazardous
waste included scrap metal (59%), rubber (24%), HDPE piping
(12%), timber/wood (4%) and conveyor belts (1%), while paper and
cardboard recycling was minimal. Overall, 38% of domestic waste
went to landfills, and 62% of industrial waste was reused or recycled.
A key focus of our strategy is the careful handling of hazardous waste
to prevent environmental impacts. We maintain robust controls for
hazardous waste storage areas, including WRDs and TSFs, featuring
bund walls, effective liners and collection systems like sumps and
silt traps.
The total hazardous waste containers generated for FY2024 is
provided below.
FY2024 number of containers
Empty drums
1 707
Empty IBC/flowbins
590
Buckets (20/25 ℓ)
2 465
Paint tins
0
Batteries
0
Fluorescent tubes (boxes)
9
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tharisa plc 2024 integrated annual report
Tailing storage facilities management
Once ROM material is extracted from opencast pits, it is transported
to the processing plant for fine grinding and treatment with water
and chemicals to separate valuable minerals from waste. The resulting
tailings, or slurry, are then pumped to TSFs for permanent disposal.
Effective TSF management is essential to prevent groundwater
pollution and mitigate risks associated with catastrophic failures,
as evidenced by recent global incidents. Tharisa is committed to
adhering to national and international best practices for TSF
management throughout the mining lifecycle.
Tharisa operates two mine residue disposal facilities (MRDFs)
MRDF1, which includes TSF 1 and its expansion, and MRDF2,
comprising TSF 2, Phase 1 and Phase 2. Tailings are deposited
into these facilities through open-ended pipes. An independent
engineer conducts regular seepage and slope stability analyses,
with mandatory reports submitted to the Department of Mineral
Additional measures to prevent environmental pollution include:
Seepage prevention
Intercepting solution trenches up to 1.5 metres deep to collect seepage.
Stormwater management
Maintaining diversion trenches for effective stormwater redirection.
Monitoring
Regular water quality and GW assessments via surrounding boreholes through an independent
service provider.
Water recirculation
Storing stormwater in tailings dams for reuse as makeup water in the processing plant.
Dust control
Promoting vegetation growth on tailings beaches to reduce dust generation.
Resources and Energy (DMRE) in compliance with MHSA regulations.
In September 2024, an updated IWUL was issued for the construction
and operation of TSF 3, which enhances tailings deposition capacity.
To align with the Global Industry Standard on Tailings Management
(GISTM), Tharisa is focused on improving Factors of Safety (FoS)
according to the 2022 Tailings Dam Safety guidelines from the
International Commission on Large Dams (ICOLD Bulletin 194). These
guidelines emphasise assessing undrained conditions, particularly
concerning the black clay beneath the TSFs, which poses stability
risks. GISTM also requires compliance with FoS for 10 000-year
seismic events and effective stormwater management. In response,
Tharisa reinforces waste rock buttresses and extends embankment
keys by removing the underlying clays. Through these comprehensive
strategies, Tharisa is dedicated to ensuring the safe and responsible
operation of its TSFs while protecting the environment and
surrounding communities.
World-class processing facilities minimising the need for tailings deposition
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SUSTAINABILITY CONTINUED
Reference No: 144-001
Date: 11 November 2024
Tharisa PLC
Office 108 - 110
S. Pittokopides Business Centre
17 Neophytou Nicolaides and Kilkis Streets
8011 Paphos
Cyprus
THARISA PLC
TAILINGS MANAGEMENT STRATEGY AND PERFORMANCE
1.
Introduction
Tharisa Minerals Mine (Tharisa), located in the Marikana district of South Africa’s North-West
Province and has been operational since 2009. The mine currently incorporates four Mine
Residue Disposal Facilities (MRDFs). Three of these facilities are dormant, and one is actively
receiving tailings. A fifth MRDF is currently under construction and expected to be commissioned
by Q3-2027.
Karo Platinum mine (Karo) is situated in the Midlands Province of Zimbabwe. The mine is in the
early phases of development, with the construction of its first MRDF scheduled to begin in the
second quarter of 2025 with mining commencing in 2026.
Epoch Resources (Pty) Ltd (Epoch) has been responsible for the design and construction
supervision of all Tharisa’s MRDFs and has also completed the design of Karo’s MRDF. Epoch
have also been appointed as the Engineer of Record (EOR) for both mines.
2.
Global Industry Standard on Tailings Management
The International Council on Mining and Metals (ICMM) through the Global Industry Standard
on Tailings Management (GISTM) introduced a guideline for the design, operation, and closure
of Tailings Storage Facilities (TSFs), aimed at ensuring the responsible management of these
facilities throughout their lifecycle.
The GISTM, launched in 2020, has a primary goal of achieving “zero harm to people and the
environment with a zero tolerance for human fatality”.
The Global Industry Standard on Tailings Management (GISTM) was developed by an
independent panel comprising members of the International Council on Mining and Metals
(ICMM), the United Nations Environment Programme (UNEP), and the United Nations-
supported Principles for Responsible Investment (PRI). The objective was to strengthen existing
industry practices by integrating social, environmental, local economic, and technological
considerations, thereby establishing a global benchmark for tailings management. The standard
offers a comprehensive framework for the safe management of tailings facilities, structured
around six Topic Areas (illustrated in Figure 1) encompassing 15 Principles and 77 specific
conformance requirements.
Figure 1: GISTM Framework (Source: GlobalTailingsReview.org)
Tharisa PLC is dedicated to attaining and sustaining compliance with the Global Industry
Standard on Tailings Management. This commitment entails continuous review and
enhancement of policies and procedures, along with ongoing monitoring and improvement of
the Mine Residue Disposal Facilities (MRDFs) throughout their operational lifecycles.
2.1 Tharisa Minerals Mine
Epoch Resources (Pty) Ltd (Epoch) conducted a comprehensive evaluation of Tharisa’s tailings
management protocols, with a focus on the design, operation, closure, and post-closure
strategies for the Mine Residue Disposal Facilities. The assessment was benchmarked against
the 77 conformance protocols outlined in the Global Industry Standard on Tailings Management,
and identified deficiencies were addressed where possible.
The evaluation determined that Tharisa’s management and operational protocols fully satisfy
the requirements of Topic Area 1 – Affected Communities. Furthermore, Tharisa PLC has made
significant progress towards achieving full compliance with Topics 4 and 6 through the ongoing
review and enhancement of policies and procedures.
The design requirements outlined by the GISTM are primarily driven by the hazard classification
of MRDFs, which is determined through breach analyses. To assess the extent of potential
tailings breaches, flow assessments based on credible failure modes are necessary. In this
context, an independent expert conducted a Failure Modes and Effects Analysis (FMEA) for the
four existing facilities, which identified no credible failure modes that could result in a
catastrophic flow slide of tailings.
An integrated knowledge base register has been established for Tharisa’s MRDFs, designed to
be regularly updated as new data and information become available. These efforts have largely
achieved compliance with Topic Area 2 – Integrated Knowledge Base, apart from addressing
climate change, which requires further studies.
Topic Area 3 – Design, Construction, Operation, and Monitoring emphasizes minimizing the risks
posed by Mine Residue Disposal Facilities to the surrounding environment. The Tharisa and
Karo MRDFs were designed as full containment facilities, employing the downstream
construction method with robust rockfill embankments and foundation keys extending to
competent material. This design incorporates waste rock from open-pit mining and tailings from
ore processing, into sustainable landforms, significantly improving long-term stability,
maintenance, and rehabilitation. The use of competent waste rock in containment walls and
keys reduces the risk of liquefaction from static and transient loads, thereby ensuring long-term
facility stability. This approach marks a shift away from the upstream self-raise method, which
relies heavily on the strength of consolidated tailings and has been associated with recent
catastrophic failures. As a result, the industry is progressively abandoning the upstream self-
raising method, which is now prohibited in several countries, including Chile, Brazil, and Peru.
Stability assessments were carried out in accordance with the technical standards established
by the International Commission on Large Dams (ICOLD). Comprehensive studies determined
seismic and flood loading conditions with a recurrence interval of 1 in 10,000 years,
corresponding with the Extreme consequence classification design requirements. All facilities
were evaluated against these criteria and confirmed to be GISTM-compliant throughout their life
cycle. Additionally, insights and recommendations from the Independent Senior Technical
Reviewer have been integrated into the future monitoring protocols for the MRDFs, enhancing
Tharisa’s ongoing monitoring efforts and contributing to the expansion of the GISTM knowledge
base.
A Trigger Action Response Plan (TARP) has been established to serve as an early warning
system, enabling prompt corrective measures if the facilities deviate from their intended design
performance.
Emergency Response and Long-Term Recovery (Topic Area 5) is being addressed through the
ongoing refinement of the Emergency Preparedness and Response Plan (EPRP). The EPRP is
informed by the studies conducted to date and will be continuously updated as new information
becomes available. Breach analyses have been performed to evaluate potential impacts from
the tailings facilities, providing a foundation for Tharisa's EPRP. This approach ensures the
establishment of effective response measures and clear communication protocols to protect
surrounding communities and the environment.
The GISTM conformance evaluation highlighted that Tharisa made substantial progress in
aligning with these standards, achieving full compliance with 59 protocols and actively working
towards compliance for another 15. Tharisa’s MRDFs demonstrate a high level of structural
integrity, meeting, and in some cases exceeding, regulatory requirements. This underscores
Tharisa PLC’s ongoing commitment to safety, compliance, and continuous improvement.
2.2 Karo Platinum Mine
The design of the Karo Mine Residue Disposal Facility was carried out with a strong emphasis
on adherence to GISTM principles, particularly in Topic Areas 2, 4, and 6. A Failure Modes and
Effects Analysis confirmed that, based on the current design, no credible failure modes exist
that could lead to a catastrophic release of contaminants or a flow-slide failure. Stability
assessments, conducted in accordance with ICOLD standards, confirmed that the MRDF can
withstand seismic and storm loads exceeding the Extreme consequence classification design
criteria. An independent review of the final design validated its alignment with GISTM technical
design principles. To support the development of the Emergency Preparedness and Response
Plan, a high-level dam breach analysis was conducted. The ongoing development of the mine’s
tailings management structure and operational procedures, leveraging expertise from Tharisa,
is creating a pathway to achieving GISTM compliance.
3.
South African legislative requirements
The Tharisa Mine Residue Disposal Facilities are licensed under South African legislation,
adhering to stringent standards such as SANS 10286, the Mine Health and Safety Act (MHSA),
the National Environmental Management Act (NEMA), and the National Environmental
Management: Waste Act (NEMWA). These regulations ensure rigorous controls to safeguard
affected communities, protect the environment, promote water conservation, and ensure
sustainable waste management. The design of Tharisa’s fifth MRDF has obtained all necessary
licenses from the Department of Water and Sanitation (DWS) and awaits the final Environmental
Authorization from the Department of Mineral Resources and Energy (DMRE). Annual reviews
by the Engineer of Record (EOR) are submitted to the DMRE to maintain compliance and uphold
responsible tailings management practices.
Project Manager/Director
__________________________________
Andreas C Savvas EUR ING
BSc Eng (Civil), MSc Eng (Civil)
MSAICE, M.ASCE, MIMMM, MSAIMM
Reviewer/Director
______________________________________
Guy J Wiid PrEng
BSc Eng (Civil), MSc Eng (Civil)
M SAICE, M.ASCE, MSAIMM
GJ Wiid
PrEng,
C.Eng
Digitally signed by
GJ Wiid PrEng, C.Eng
Date: 2024.11.11
16:02:58 +02'00'
Sent electronically.
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tharisa plc 2024 integrated annual report
Financial provision
Tharisa recognises that effective land management is vital
for environmental sustainability and the social and economic
wellbeing of the communities surrounding the mine.
Tharisa has been granted a Mining Right and EA, enabling the
Company to extract PGMs and chrome from an approved mining
reserve. With this comes a profound responsibility to ensure that,
upon resource extraction, the land is rehabilitated to preserve its
usability for future generations.
Tharisa engages in continuous and, where applicable, concurrent
rehabilitation efforts to fulfil this commitment. This means that during
ongoing mining operations, we implement measures to rehabilitate
disturbed land to minimise the environmental footprint of our
activities. Our approach to rehabilitation is not merely a post-mining
obligation, it reflects our dedication to fostering a sustainable future
for the region and its inhabitants.
As of 30 September 2024, the financial closure liability for the
Tharisa Mine stands at ZAR409 700 490 (2023: ZAR376 265 431)
including value added tax (VAT). This amount is broken down into
two key areas: ZAR297 677 921 allocated for the east mine area and
ZAR112 022 569 designated for the west mine area. These figures
represent the estimated costs associated with rehabilitating the
mine when operations cease.
The provision for this closure liability is calculated independently
and annually. This rigorous financial assessment ensures that sufficient
funds are allocated for rehabilitation efforts allowing Tharisa to meet
our environmental responsibilities. By securing these funds ahead of
time, we aim to guarantee that rehabilitation can be executed
effectively and comprehensively to restore the landscape and
promote biodiversity in the region.
Tharisa demonstrates its dedication to sustainable mining practices
that balance resource extraction with environmental stewardship
and community wellbeing through these commitments and
proactive measures.
Rehabilitation
In long-term mining operations, effective management of
infrastructure such as TSFs is vital for environmental sustainability
and landscape integration. Tharisa employs a strategic approach to
promote ecological recovery when these facilities become dormant.
A key measure is topsoiling the TSF sidewalls by adding nutrient-rich
topsoil, which supports vegetation growth, stabilises soil, reduces
erosion and enhances biodiversity. For instance, the northern sidewall
of TSF 1 Phase 1 was topsoiled between 2014 and 2015, resulting in
successful natural vegetation regrowth, while TSF 2 Phase 1 was
topsoiled from 2021 to 2022, with ongoing monitoring to support
developing vegetation.
In areas where natural vegetation is not established, Tharisa is
prepared to implement additional measures from the mine’s EMPr,
such as re-seeding with indigenous species and enhancing soil
fertility. Through these rehabilitation efforts, Tharisa aims to minimise
the environmental impact of mining while contributing positively to
the surrounding ecosystem. Tharisa is committed to balancing mining
operations with ecological preservation by cultivating natural
vegetation on dormant infrastructure, ensuring the land can support
diverse life forms for future generations.
Under an unscheduled closure scenario, the DMRE Master Rates were
utilised as the relevant guideline documents outlined. The estimated
financial closure liability cost is ZAR409 700 490 (including VAT),
reflecting an increase of ZAR33 435 059 (8.9%) from
ZAR376 265 431 in 2023, due to new structures, the cleared
footprint of TSF 3, and inflation adjustments based on the
Consumer Price Index from Statistics South Africa.
2024 vs 2023 financial closure liability cost
Summary
Mine
2024
ZAR
2023
ZAR
Difference
ZAR
West Mine
112 022 569
79 143 291
32 879 278 41.5%
East Mine
297 677 921
297 122 140
555 781 0.2%
Increase
Tharisa Mine
409 700 490
376 265 431
33 435 059 8.9%
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SUSTAINABILITY CONTINUED
Air quality
Earth’s atmosphere, which is essential for life by absorbing ultraviolet
(UV) radiation, warming the planet and regulating temperatures,
faces growing threats from human-induced pollutants. Tharisa is
committed to responsible emission management to protect
environmental health and neighbouring communities. Our
comprehensive air quality strategy starts with identifying emission
sources, enabling tailored action plans that include engineering
controls, cleaner technologies and regular air quality monitoring to
ensure regulatory compliance.
Transparency is critical, and Tharisa actively engages with local
communities, sharing air quality results to build trust. The air quality
management plan is routinely updated to incorporate new
technologies and best practices, while employees receive ongoing
training to support pollution prevention.
Through these measures, Tharisa aims to minimise its environmental
footprint, enhance community wellbeing, and contribute to a
sustainable future.
Air quality monitoring
Tharisa’s air quality monitoring programme is crucial for assessing
impacts and refining control measures. Monthly dust fallout is
tracked across 23 strategically placed dustfall units – 17 in
residential areas and six in non-residential zones – covering the
primary dust-generating sources such as in-pit operations,
unpaved roads and bulldozing.
This monitoring network ensures compliance with National Ambient
Air Quality Standards (NAAQS) and dust fallout guidelines, enabling
continuous improvement in air quality control through regular
assessment of dust deposition levels.
Tharisa Mine dustfall and ambient monitoring locations
Tharisa developed a site-specific air quality management plan to mitigate dust impacts using proactive and reactive strategies, supported by dust
monitoring stations. In 2024, 607 130 m³ (2023: 480 662 m³) of water was used for dust suppression through measures such as water sprinklers
and suppression on haul roads.
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PM10
Simulated PM10 daily Ground Level Concentrations (GLCs) currently exceed NAAQS in parts of the Mmaditlhokwa and
Lapologang communities, as well as at AQSRs 3 and 4, northeast of the mining boundary. However, annual averages comply with
NAAQS at all AQSRs.
Current scenario – area of non-compliance of daily PM10 NAAQs (mitigated)
Current scenario – area of non-compliance of annual PM10 NAAQS (mitigated)
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PM2.5
Daily PM2.5 GLCs exceed NAAQS to the northeast of the Mining Rights boundary, primarily over the WRD, but are within NAAQS on an
annual average at all AQSRs.
Current scenario – area of non-compliance of daily PM2.5 NAAQS (mitigated)
Current scenario – area of non-compliance of annual PM2.5 NAAQS (mitigated)
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tharisa plc 2024 integrated annual report
Dust fallout
Simulated daily dustfall rates comply with the national dust control regulations (NDCR) residential limit (600 mg/m²/day) at all AQSRs.
Current scenario – area of non-compliance with monthly dustfall NDCR (mitigated)
Mitigation measures
Tharisa aims to improve air quality through:
• Use of chemical suppressants
• Water sprays at tip points and dozer areas, reduced drop heights,
and regular clean-up at loading points
• Frequent dust suppression
• Reshaping, topsoiling and replanting disturbed areas
• Monthly dustfall monitoring and PM10 sampling in the
Mmaditlhokwa and Lapologang communities
Passive monitoring
Passive air quality monitoring at Tharisa started in 2013 as part of a
comprehensive environmental management strategy. This method,
conducted by Skyside, focuses on monitoring sulphur dioxide (SO2)
and nitrogen dioxide (NO2) levels, pollutants that often result from
mining activities like blasting. The diffusive sampling technique is
employed, which has several advantages: it requires no active
supervision, operates silently and can be used in hazardous
environments. This method also allows for simultaneous sampling
across multiple locations and provides a broader understanding of
long-term air quality trends in the surrounding area.
Three key locations (Lapologang, Glenross Farmhouse and
Swanepoel) are being monitored to assess the air quality in nearby
communities. They were chosen to provide a representative overview
of the atmospheric impact of Tharisa’s operations. The NAAQS is a
benchmark and sets limit concentrations for SO2 and NO2 over various
averaging periods. By adhering to these standards, Tharisa ensures
that its passive air quality monitoring contributes to a long-term
strategy of minimising environmental and health impacts on
surrounding communities.
Tharisa can gather critical data over extended periods through this
monitoring programme to allow for informed decision making and
to continuously refine its air quality management practices. This
reinforces the Company’s commitment to environmental stewardship
and regulatory compliance.
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SUSTAINABILITY CONTINUED
■ NO2 (ppb) Lapologang ■ NO2 (ppb) Swanepoel ■ NO2 (ppb) Glenross
NO2 (ppb) Annual average limit
Monthly NO2 (ppb)
(October 2023 to September 2024)
0
5
10
15
20
25
YTD
average
Sep-24
Aug-24
Jul-24
Jun-24
May-24
Apr-24
Mar-24
Feb-24
Jan-24
Dec-23
Nov-23
Oct-23
■ SO2 (ppb) Lapologang ■ SO2 (ppb) Swanepoel ■ SO2 (ppb) Glenross
SO2 (ppb) Annual average limit
Monthly SO2 (ppb)
(October 2023 to September 2024)
0
5
10
15
20
YTD
average
Sep-24
Aug-24
Jul-24
Jun-24
May-24
Apr-24
Mar-24
Feb-24
Jan-24
Dec-23
Nov-23
Oct-23
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tharisa plc 2024 integrated annual report
Noise management
Tharisa’s operations contribute to noise pollution from crushing, processing, blasting, material handling, earth-moving equipment, packer machines
and nearby traffic from the N4 highway. Recognising the effects of noise on wildlife, human activities and structures, Tharisa conducts monthly
noise monitoring at strategic points (Figure 19) to assess and mitigate its impact.
Surrounding urban areas, influenced by ambient noise from mining, highway traffic and agriculture, are held to SANS 10103:2008 standards,
which limit noise to 60 dB(A) during the day and 50 dB(A) at night. Monitoring shows that blasting does not significantly elevate noise beyond
other sources like N4 traffic. Although baseline data indicate some non-compliance with these standards, Tharisa’s specific contribution to the
noise climate is limited.
To further reduce mine-generated noise, Tharisa will implement:
• Topsoil noise berms
• Regular vehicle maintenance
• Limited operational hours
• Replacement of noisy reverse alarms
• These efforts underscore Tharisa’s commitment to minimising noise pollution and promoting the wellbeing of nearby communities.
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Noise Monitoring Points
Mining Right Boundary
±
1
0
0,5
1 Kilometres
1:22 000
Noise Monitoring Plan
Location of noise sampling points
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SUSTAINABILITY CONTINUED
■ Potgieter ■ Pretorius ■ Van der Hovan ■ Kgoitsi ■ Mmaditlhokwa Church ■ Makwase ■ Port 139 ■ Old Van Rensburg Nursery
Baseline
Monthly daytime ambient noise monitoring (dB)
(October 2023 to September 2024)
0
10
20
30
40
50
60
70
80
Sep-24
Aug-24
Jul-24
Jun-24
May-24
Apr-24
Mar-24
Feb-24
Jan-24
Dec-23
Nov-23
Oct-23
Daytime noise monitoring
■ Potgieter ■ Pretorius ■ Van der Hovan ■ Kgoitsi ■ Mmaditlhokwa Church ■ Makwase ■ Port 139 ■ Old Van Rensburg Nursery
Baseline
Monthly night-time ambient noise monitoring (dB)
(October 2023 to September 2024)
0
10
20
30
40
50
60
70
80
Sep-24
Aug-24
Jul-24
Jun-24
May-24
Apr-24
Mar-24
Feb-24
Jan-24
Dec-23
Nov-23
Oct-23
Night-time noise monitoring
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Environmental compliance and management systems
Tharisa is committed to strict environmental compliance through a comprehensive management system that aligns operations and upgrades with
local, national and international regulations. Each modification at the mine undergoes rigorous assessments to secure necessary permits related to
land use, water management, waste disposal and air quality.
The mine’s EMPr monitors and mitigates environmental impacts, ensuring adherence to legal standards and sustainable practices. Tharisa regularly
updates its systems to align with evolving regulations and industry best practices, demonstrating its commitment to environmental stewardship and
long-term sustainability.
As the mine continues to develop, additional EAs may be required. Tharisa is dedicated to ensuring that no activities proceed without the
appropriate environmental permits. Since 2008, the Company has received several licences, including one new Environmental Authorisation (EA)
in 2024.
Approved authorisations
The following licences have been issued to Tharisa from 2008 to date. In FY2024, one new EA was approved.
Approval
Reference
Licence type
Approval date
Mining EMPRs
Environmental impact assessment and EMPr for a
proposed PGM mine, Metago Project Number:
T014-01, June 2008
DMRE reference number:
(NW) 30/5/1/2/3/2/1/358EM
Mining Right (MR)
19 September 2008
DACE reference number:
NWP/EIA/159/2007
AE
23 October 2009
Amendment of the EA, 23 October 2009 to incorporate
additional listed activities previously excluded:
Transmission and distribution of above-ground
electricity (120 KV or more)
DACE reference number:
NWP/EIA/159/2007
EA and EMPr Amendment
30 August 2011
Environmental impact assessment and management
programme report for changes to the pit, tailings dam
and waste rock facilities; a chrome sand-drying plant
and other operational and surface infrastructure
changes, SLR December 2014
DMRE reference number:
(NW) 30/5/1/2/3/2/1/358EM
EA and EMPr Amendment and
Waste Management Licence (WML)
24 June 2015
DEDECT reference number:
NWP/EIA/50/2011
EA
29 April 2015
Amendment of an EA for increased 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
Kafferskraal JQ 342, within the Magisterial District
of Bojanala, North West Province, Green Gold
October 2020
DMRE reference number:
NW 30/5/1/2/3/2/1/358EM
EA and EMPr Amendment and
WML
3 August 2021
Tharisa additional waste rock storage environmental
impact assessment and EMPr, SLR 2023
The expansion of the existing and approved far west
WRD 1 by a footprint of 109 ha. The expanded area
will be referred to as the west above ground (OG) WRD.
Portions of the west OG WRD will be located on
backfilled areas of the west pit; and
The establishment of a waste rock dump (referred to as
the east OG WRD) on backfilled portions of the east pit.
The proposed east OG WRD will cover an area of
approximately 72 ha.
DMRE:
NW 30/5/1/2/3/2/1/358EM
EA and EMPr Amendment and
WML
31 May 2023
Tharisa Mine Amendment IWUL (supersedes the 2020
IWUL)
Licence No.
03/A21K/ABCGIJ/1468
IWUL
17 September 2024
Supporting infrastructure
EA for the diversion of an existing 275 kV powerline
and associated infrastructure.
Department of Environmental
Affairs (DEA) RoD reference
number: 14/12/16/3/3/3/408
EA
15 November 2012
Amendment of an EA to upgrade the existing waste
water treatment plant at the Tharisa Mine
DMRE:
NW 30/5/1/2/3/2/1/358EM
EA and EMPr
14 August 2020
Rectification of an unlawful commencement of a listed
activity for the storage of dangerous goods of more
than 80 m3 but less than 500 m3
DMRE:
NW 30/5/1/2/3/2/1/358EM
EA and EMPr
10 August 2021
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Environmental audit results
EMPr audit
In February 2024, Tharisa completed its external biennial EMPr audit, assessing operational
compliance with the approved EMPr (2008) and its amendments. The audit resulted in a
compliance score of 81%.
EA Compliance audits
Tharisa conducts annual EA audits to evaluate compliance with conditions outlined in EAs
issued from 2008 to 2024. The most recent EA audit occurred in November 2023, revealing
a compliance rate of 99%. Tharisa will continue implementing mitigation measures and
monitoring their effectiveness to maintain this high compliance score.
IWUL audits
Under the NWA, Tharisa received an IWUL on 16 July 2012. Following several requested
amendments in 2013, the DWS issued an amended licence on 12 November 2020, which
supersedes the original. An external annual IWUL audit was conducted in February 2024,
resulting in a compliance rate of 92% with IWUL conditions. The next audit will assess the
recently issued IWUL that replaces the 2020 version.
Community garden project
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Task Force on Climate-related Financial Disclosures (TCFD)
Tharisa is a dual-listed entity and is 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. To comply with this requirement,
Tharisa has referenced our integrated annual report against the recommendations and disclosures in compliance with the TCFD for the first time.
We aim to enhance our disclosures in the coming financial years.
The table below provides our TCFD-recommended disclosures:
Governance: Disclose the organisation’s governance around climate-related risks and opportunities.
(a) Describe the Board’s oversight of climate-related risks
and opportunities
2024
• Sustainability letter: Page 4.
• Key focus areas and decisions of the Board during 2024: Page 124.
• Climate Change and Sustainability Committee: Page 128.
• Climate change governance: Page 130.
(b) Describe management’s role in assessing and managing
climate-related risks and opportunities
2024
• Why invest in Tharisa: Page 1.
• Principal risks and uncertainties: Page 48.
• ESG principles and commitments: Page 57.
• Climate change governance: Page 130.
Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s business, strategy and
financial planning where such information is material.
(a) Describe the climate-related risks and opportunities the organisation
has identified over the short, medium and long term
2024
• Our strategy: Page 2.
• Sustainability letter: Page 4.
• Principal risks and uncertainties: Page 48.
• United Nations SDGs: Page 58.
• Climate change: Page 62.
(b) Describe the impact of climate-related risks and opportunities
on the organisation’s businesses, strategy and financial planning
2024
• Sustainability letter: Page 4.
• ESG principles and commitments: Page 57.
• Financial provision: Page 75.
(c) Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2ºC
or lower scenario
2024
• Why invest in Tharisa: Page 1.
• Sustainability letter: Page 4.
• Climate change governance: Page 130.
Risk management: Disclose how the organisation identifies, assesses and manages climate-related risks.
(a) Describe the organisation’s process for identifying and assessing
climate-related risks
2024
• Principal risks and uncertainties: Page 48.
• New Business Committee: Page 128.
(b) Describe the organisation’s process for managing climate-related
risks
2024
Environmental management: Page 62.
(c) Describe how processes for identifying, assessing and managing
climate-related risks are integrated into the organisation’s overall
risk management
2024
• How Tharisa creates shared value: Page 18.
• Principal risks and uncertainties: Page 48.
• Climate change: Page 62.
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) Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its strategy and
risk management process
2024
• Our strategy: Page 2.
• Principal risks and uncertainties: Page 48.
(b) Disclose Scope 1, Scope 2 and if appropriate, Scope 3 GHG
emissions and the related risks
2024
• United Nations SDGs: Page 58.
• Climate change: Page 62.
(c) Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance against targets
2024
• Sustainability letter: Page 4.
• Climate change: Page 62.
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SUSTAINABILITY CONTINUED
OUR SOCIAL IMPACT
Engaged employees
At Tharisa, we understand that an engaged workforce is crucial for our success and strategic goals.
We are committed to fostering a diverse, inclusive and safe work environment that empowers employees to contribute meaningfully to create
a sense of ownership and accountability. Embracing diversity enhances our decision making and sparks innovation, ensuring that all employees feel
valued and can voice their ideas.
We prioritise employee wellbeing as a core tenet of our culture and invest in their professional and personal development through training,
mentorship and career advancement opportunities. Open communication fosters transparency and aligns with our Group’s vision.
Safety is paramount and we maintain a risk-minimised work environment through rigorous protocols and regular training. Our proactive approach
encourages employees to take ownership of their safety and that of their colleagues.
This holistic approach to engagement enhances individual performance, builds long-term loyalty and reduces staff turnover, ultimately supports
Tharisa’s sustainable success and positively impacts our communities. By investing in our people, we position ourselves as an employer of choice and
a leader in the mining industry.
Key human capital metrics
3 051 permanent employees (2023: 4 261)
Employee voluntary turnover 175% (2023: 268%)
US$1.6m spent on training and skills development (2023: US$1.9m)
1 061 contract employees (2023: 2 327)
AWOP rate 2.99 (2023: 171)
Matters material to our human capital
PEOPLE MANAGEMENT
• Labour availability
• Attract and retain critical management skills
• Industrial and employee relations
• Diversity and inclusion
• Safety, health and wellbeing
• Leadership succession
We contribute to these SDGs through our approach to human capital
Employee value proposition
At Tharisa, we are committed to creating a work environment where employees feel valued, respected and proud to be a part of. Our
comprehensive Employee Value Proposition (EVP) framework highlights the benefits available to our workforce.
Personal growth
We support our employees’ professional development through training programmes, mentorship and
career advancement opportunities.
Safety and wellbeing
Safety is a top priority with rigorous protocols and ongoing training to ensure a healthy work
environment.
Responsible business practices
We also emphasise ethical and sustainable business practices that positively impact our communities and
the environment.
Inclusivity
Inclusivity is central to our culture and we celebrate diversity and empower employees to share their
perspectives.
By aligning our EVP with our core values of employee wellbeing, collaboration and talent development, we position ourselves as an employer of
choice in the mining industry. We are dedicated to achieving excellence while ensuring the success and fulfilment of our employees.
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tharisa plc 2024 integrated annual report
Bongane Nkuna, Stakeholder Engagement and Liaison Officer
Harmony and unity at Tharisa
At Tharisa, we are dedicated to promoting harmony and unity in the
workplace and recognise that a cohesive environment is vital for
employee satisfaction and organisational success. We cultivate an
inclusive atmosphere where everyone feels involved, respected,
valued and empowered, which enhances morale and encourages
collaboration.
Our focus on growth and development provides opportunities for
advancement through training, mentorship and professional
initiatives. Building relationships based on mutual trust and respect is
central to our culture. We promote open communication and value
diverse perspectives which enrich our decision-making processes.
By celebrating local cultures and backgrounds, we create a vibrant
community that reflects our collective identity.
We prioritise cultivating a sense of pride and belonging in the
workplace, which leads to higher engagement and commitment,
supporting our mission for a sustainable future for all stakeholders.
We aim to create an organisational culture that empowers employees
to realise their potential and feel fulfilled in their contributions. Our
commitment to a safe and supportive work environment is
underscored by safety and wellbeing initiatives.
By aligning our culture with core values and strategic
objectives, we encourage employee engagement and
collaboration, cultivating a high-performance culture that
drives success.
Diversity and inclusion the Tharisa way
We thrive through our diversity, using it as a powerful asset
that drives innovation and collaboration.
At Tharisa, we are committed to fostering genuine transformation
through diversity, equity, inclusion and belonging. We aim to
cultivate an inclusive culture where employees feel valued
and empowered to share their unique perspectives. We prioritise
fair treatment and respect for everyone, ensuring that every voice
is heard.
Our initiatives focus on providing opportunities for personal and
professional growth through targeted recruitment, comprehensive
training programmes and mentorship. We encourage open dialogues
about diversity and inclusion and create safe spaces for employees to
share their experiences.
Our commitment extends beyond compliance; we strive for authentic
cultural change by integrating diversity principles into our corporate
strategy and daily operations. We celebrate diversity in all its forms,
recognising that our differences (related to life experiences, gender,
race and more) enrich our workforce.
We take pride in our diverse culture and inclusive practices, which
are supported by our Diversity and Inclusion Policy Statement and
employment equity policy. Focusing on our similarities and creating
an environment where everyone feels respected and welcomed
strengthens our sense of family and enhances our collective success.
Workforce composition
At Tharisa, we are proud to have a diverse workforce comprising
1 990 employees (2023: 1 934) and 1 061 contractors (2023: 2 327),
with women representing 26% of our total workforce (2023: 26%).
Talent management, retention and skills
development
At Tharisa, our long-term success hinges on attracting and developing
top talent to enhance our organisational capacity and drive growth.
We prioritise retaining skilled employees through competitive
remuneration, vital human resources (HR) development initiatives
and a commitment to employment equity. These are bolstered by
comprehensive people management policies which reinforce our
reputation as a fair employer.
Our performance management system aligns organisational goals
with individual development plans, fostering a culture of care and
recognition. We emphasise a robust talent management framework
that identifies high-potential employees and provides targeted
development opportunities to ensure a pipeline of future leaders. Our
inclusive development programmes cater to employees at all
education levels and offer various training and educational assistance
linked to career paths in the Group. Our focus on continuous learning
and performance excellence empowers us to maintain a competitive
edge while supporting our strategic goals and workforce stability.
60%
40%
0%
Annual capital spent on educational development (%)
● Total amount spent on training
● Total amount spent on compulsory training
● Amount spent on accredited training
To learn more about
Bongane Nkuna’s work
and our rehabilitation
initiatives, click here
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Tharisa bursary recipient shines bright
Pontsho Mbizo, a proud Tharisa bursary recipient, has made remarkable strides in his academic
journey and recently earned a spot on the Dean’s Merit List at the University of Cape Town.
Hailing from Marikana, Pontsho graduated with eight distinctions and is now pursuing an
electrical and computer engineering degree. He shared how Tharisa’s bursary programme has
significantly impacted his life, easing his transition to university and providing financial and
moral support. Pontsho’s inclusion on the Dean’s Merit List reflects his dedication to academic
excellence. His time as a Tharisa holiday student has given him invaluable hands-on experience
and professional connections in engineering.
Empowering women in engineering
At Tharisa, empowering women in engineering is a crucial aspect of our commitment to
building a more inclusive future. We are excited to introduce some of our engineers in training
who are making significant strides and infusing fresh perspectives into Tharisa Minerals. These
emerging talents are developing their technical skills and playing a vital role in shaping a more
diverse and innovative workplace.
We recently had the chance to connect with these remarkable trainees to learn about their
journeys. They shared their experiences in navigating the challenges and opportunities in the
engineering field and the support and mentorship they received. Their reflections on Women’s
Month emphasised the importance of celebrating women’s contributions to engineering and
the need for ongoing efforts to promote gender equality in all sectors. Through their stories,
these engineers embody Tharisa’s dedication to fostering an environment where women can
thrive and lead in the mining industry.
Employee safety, health and wellbeing
Key safety metrics
Highlights
• Strengthened operational safety risk management at all levels
• 0 fatal injury rate (FIIR) (2023: 0.02)
• 0.2 total injury incidence rate (TIIR) (2023: 0.32)
• 0.05 lost-time injury incidence rate (2023: 0.14)
• 0 number of fatalities (2023: 1)
• 4 079 employees who know their HIV status (2023: 3 999)
Focus areas for 2025 and beyond
• Commitment to zero harm
• Enforce operational discipline
• Reduce the number and severity of injuries
Safety and wellness
We remain committed to exceeding regulatory standards and
embedding safety in our core values to create a workplace where
safety is a shared commitment. Together, we are building a safer
future for our workforce and the communities we serve.
At Tharisa, employee safety is our top priority and every team
member is responsible for ensuring that everyone returns home safely
to their loved ones. We encourage a robust health and safety culture
that is integrated into our daily operations, encouraging leadership,
engagement and participation from all employees.
To minimise harm, we have implemented a comprehensive SHE
management system that assesses current and emerging risks
through robust policies and procedures. We continuously evaluate
our practices and incorporate feedback to maintain a safe working
environment for everyone.
Recognising that safety extends beyond compliance, we prioritise
ongoing training, open communication and empowering individuals
to take ownership of safety practices. Regular safety drills, workshops
and training ensure that all employees can identify potential risks and
respond effectively.
Tharisa SHE management system
We take a proactive approach to SHE management and prioritise
the safety and wellbeing of our employees. We provide essential
information and regular training to foster a culture of SHE awareness.
While we implement robust systems and procedures, all employees
are responsible for addressing SHE risks, empowering them to identify
and mitigate hazards.
We regularly assess our SHE performance using detailed indicators
to track progress, identify areas for improvement and align our
practices with international best standards. Open communication
is encouraged and allows employees to report incidents and
unsafe conditions without fear of reprisal, which strengthens
our safety culture.
Our training programmes emphasise compliance and practical skills
and equip employees to respond effectively to risks. We view SHE
management as an ongoing journey and integrate these principles
into our operations to protect our workforce, minimise environmental
impact and enhance community wellbeing.
Kgaugelo Mahlape, Engineer in training
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Reaching safety milestones
We prioritise the safety and health of our employees and recognise
them as our greatest assets. Our commitment to safety is integral
to our core values and operational practices and is supported by a
comprehensive safety management system that implements effective
protocols at all levels.
We conduct continuous risk assessments to identify hazards and
refine our standards and training programmes. To ensure compliance,
we employ an “over-inspection” system where supervisors perform
thorough operational checks, which are complemented by planned
task observations for real-time feedback.
Visible leadership is crucial in reinforcing our safety culture with
leaders actively participating in safety initiatives and audits. Ongoing
training and coaching help equip employees with the requisite
knowledge for safe practices.
We adhere to mandatory codes of good practice and conduct regular
SHE audits to identify areas for improvement. Through these, Tharisa
promotes a culture of shared responsibility for safety and enhances
our operational excellence to create a resilient workforce that drives
our organisation’s success.
These safety statistics were accomplished this reporting year through
interventions and continuous monitoring of safety indicators:
2024
2023
LTI
0
7
LTIFR
0.00
0.13
Safety milestone
On 3 July 2024, the Arxo Metals Beneficiation Site (AMBS) proudly achieved a significant
milestone by completing 365 days without any LTIs. This reflects our unwavering commitment
to maintaining a safe working environment and highlights the collective efforts of our entire
team to prioritise safety in all aspects of our operations.
To honour this achievement, we held a special celebration on site, bringing together our
dedicated team members to acknowledge their hard work, vigilance and commitment to safety
practices. Each team member plays a crucial role in fostering a safety culture and it was
essential to recognise the contributions that led to this milestone. At AMBS, safety is more
than just a priority, it is embedded in our Company’s core values and daily operations. We are
continuously striving to enhance our safety standards.
Thulile Zamisa, Occupational Hygienist, Safety Department (left), and
Thabo Lesenya, SHE Manager, Safety Department
Empowering women’s safety
Our Protection Services team recently organised an inspiring motivational session focused on
empowering our female team members. This provided practical development tools in support
of an environment where women can thrive in their work roles. Held on 22 August 2024, the
session encouraged participants to dream bigger and believe in their potential to excel in
traditional male-dominated fields.
Through engaging discussions and interactive activities, the women were inspired to challenge
the status quo and set their sights higher regardless of potential barriers. The session
highlighted the importance of resilience, confidence and community support in navigating
challenges at the workplace. By creating a space for open dialogue and personal growth, the
event aimed to equip women with the mindset and skills to pursue their ambitions and
redefine success on their terms. This initiative underscores our commitment to fostering an
inclusive workplace where all team members can reach their full potential.
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SafeTharisa – safe season trumps silly season
The health and safety of our employees is a core value and drives our
commitment to achieving zero harm. Our SHE management system
establishes clear standards, codes and tools to ensure every employee
understands their responsibilities regarding safety.
Leadership is dedicated to prioritising safety and sets the tone by
leading by example. The newly launched SafeTharisa initiative aims
to unify operations and projects by engaging all managers,
employees and contractors to eliminate fatalities and serious injuries.
Key components of SafeTharisa include the SafeLife Behaviours and
fatal hazard codes, which are essential for promoting a safe working
environment.
Tharisa has identified fatal hazard codes specifically designed to
tackle the common causes of serious injuries and fatalities in the
mining sector. These codes are implemented in order of priority and
when managed effectively, can eliminate fatal and serious injuries
from our operations. By focusing on these critical areas, Tharisa aims
to enhance safety and protect the wellbeing of all employees.
At Tharisa, we have identified SafeLife Tools to ensure zero harm to
employees, contractors, visitors and the community.
SafeLife Behaviours
Tharisa enforces strict disciplinary measures for wilful
violations to safeguard employees, encouraging everyone
(employees, contractors and visitors) to prioritise safety.
SafeLife Behaviours at Tharisa aim to prevent fatalities by promoting
safety practices based on past incidents. Violating these behaviours is
taken seriously as it involves engaging in unsafe acts that endanger
oneself, others or the Company.
Disciplinary proceedings are initiated for wilful violations, with
penalties determined through a fair treatment process aimed at
fostering a safe working environment. Tharisa also stresses that safety
extends beyond the workplace and into employees’ home lives.
By integrating Systems, Environment, Equipment and People (SEEP)
into the Stop-Look-Assess-Manage (SLAM) approach and using the
former during hazard assessments, Tharisa effectively identifies and
manages potential hazards to prevent unwanted events.
Visible coaching leadership
Visible coaching leadership fosters a positive workplace culture by
setting a strong example of the desired behaviours, work ethic and
commitment to safety.
These leaders embody the values and expectations of the
organisation, inspiring employees to align their actions with these
principles. The benefits of this leadership are significant and include
increased employee engagement, improved safety performance and
enhanced productivity. By actively coaching and supporting their
teams, visible coaching leaders cultivate a culture of collaboration,
continuous learning and shared accountability. This empowers
employees and contributes to developing a strong and motivated
workforce, ultimately driving long-term success for the organisation.
Other tools we use at Tharisa include:
T-Connect
(Tharisa Connect)
A crucial element of our health and safety
management system is facilitating effective
communication and collaboration.
Incident Cause
Analysis Method
(ICAM)
A comprehensive and systemic approach to
safety investigation that identifies the root
causes of incidents.
Isometrix
An electronic management system designed
to enhance document organisation, improve
collaboration and communication across
teams, provide robust version control and
audit trails, increase data security and access
control, and streamline workflows for greater
efficiency.
Level 1 risk
assessment
Uses the SLAM technique and encourages
employees to stop work if they identify
potential threats to their health and safety.
My health is my wealth
We prioritise the holistic wellbeing of our employees and recognise
that good health encompasses more than just physical wellness. We
take mental health and social wellbeing seriously and conduct annual
medical assessments through our medical surveillance programme to
screen employees’ physical health and ensure they can perform their
roles effectively.
We have established an employee assistance programme (EAP) in
our wellness department to support mental and emotional health.
It is staffed with professional therapists and social workers who
assist Tharisa employees and their immediate family members.
Understanding that a healthy body contributes to a healthy mind is
central to our approach.
We also promote wellness through “Wellness Wednesdays” to
explore various health topics and share valuable resources through
our communication channels to reinforce our commitment to
overall wellbeing.
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Holistic wellness
At Tharisa, people are our greatest asset and we aim to assist and
care for our fellow employees with a clear wellness strategy. A
well-established referral structure and allocating the required
resources for employees to feel valued, supported, heard, safe and
cared for is part of the strategy.
As part of the wellness department’s support structure, we have
registered professionals on site and an external company that we
partner with to support our employees through EAP and counselling
services. The need and value of this platform is supported by the
numbers and 634 sessions were held with employees and contractors
during the financial year.
Our EAP services include:
• Anxiety and stress
• Child-related concerns
• Domestic violence, abuse and GBV
• Family and marital concerns
• Financial planning and guidance
• Grief and bereavement
• Illness-related concerns
• Life after employment
• Personal wellbeing
• Sexual assault
• Sleeping disorders
• Substance and/or alcohol abuse
• Suicidal tendencies due to depression
• Traumatic events
• Work-related concerns
Engaging with our employees
Employee relations
Our strategic employee relations objectives prioritise treating our
employees with respect and care while empowering them to voice
concerns through direct communication with supervisory leadership
and established labour relations structures. Our labour relations policy
upholds the rights of employees and contractors by emphasising
freedom of association and the recognition of trade unions.
We are committed to empathetic listening and swift issue resolution
by management. This ensures effective and regular communication
with employees and maintains respectful leadership with clear
objectives. Our inclusive employee relations model integrates policies,
procedures, systems, agreements and legislation to address wages,
cultural identity and conditions of employment. This comprehensive
approach fosters employee stability, industrial peace and sustainable
partnerships with contractors and stakeholders.
Collective bargaining
Key labour relations policies and practices ensure that freedom of
association and constitutional rights are protected to promote
compliance with relevant legislation and regulations. Our labour
relations strategy aligns labour partners with our vision, values and
business goals to foster collaboration and create a conducive working
environment. We work with recognised trade unions to manage
labour relations effectively to ensure our employees’ right to freedom
of association and to strengthen communication with union leaders.
Social stewardship
Tharisa is committed to the socioeconomic upliftment of its
employees and surrounding communities. Building trust and
maintaining transparency are essential to securing our social
licence to operate.
The Company strives to create self-sustaining, inclusive mine
communities by driving positive social and economic development.
This aligns our social performance efforts with the expectations of
local communities to ensure long-term resilience and cultivate solid,
future-proof communities.
Tharisa promotes community wellbeing, education, enterprise
development and job creation. Through our SLPs and CSI initiatives,
we aim to reduce unemployment and poverty and bridge
infrastructure gaps, while promoting transparency and building trust
with local communities.
Key metrics for our role in society
ZAR19 981 850 total CSI spend (2023: ZAR18 561 202)
Matters material to our role in society
SOCIAL
PERFORMANCE
• Community safety
• CSI initiatives
• Enterprise supplier development (ESD)
• Licence to operate
• Preferential procurement
We contribute to these SDGs through our approach to
social and relationship capital.
A chance to get to know our communities
Tharisa Minerals is located in the Bojanala District Municipality in the
Rustenburg Local Municipality, near the town of Marikana. Its closest
neighbouring community is Mmaditlhokwa from which about
one-third of Tharisa Minerals’ employees and contractors originate.
This proximity provides a strong connection between the mine and
the local community, which makes social and economic development
a priority.
Tharisa’s strategy for advancing its host communities closely aligns
with the local municipality’s Integrated Development Plan (IDP).
This ensures that our efforts align with the broader regional growth
and development goals. We incorporate various community-driven
initiatives into our SLPs to bring this strategy to life.
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Some of the key initiatives include:
• Local economic development projects aimed at improving
infrastructure and economic activity in the community.
• Bursary awards for local Grade 12 learners allow them to pursue
higher education.
• Internships and bursaries to help young people gain skills and
qualifications for meaningful employment.
• Work-integrated learning programmes designed to combine
academic learning with practical, on-the-job training.
• Apprenticeships and holiday work opportunities offer local youth
hands-on experience in various technical and operational fields.
Through these initiatives, we contribute to the local community’s
economic wellbeing and invest in its residents’ long-term
development, particularly the youth. This strengthens the
community’s social fabric and builds a more resilient and
sustainable future for all.
Total SLPs/CSI spend
2024
ZAR
2023
ZAR
Total amount spent on SLPs
19 981 850
18 561 202
CSI spend
5 712 535
8 501 663
Infrastructure development
6 688 807
9 502 487
We stay connected to our communities (partners)
People and community empowerment are central to Tharisa’s
values, particularly in promoting academic and economic
growth.
We prioritise direct engagement with our host communities to
nurture meaningful relationships and address their specific needs
more effectively. Located in Ward 32 of the Rustenburg Local
Municipality, the mine interacts with diverse stakeholders, including
employee families and small-scale farmers, and tailor our approach to
meet each group’s unique concerns.
We participate in structured community engagements, using task
teams to gather feedback and present risk assessments to the DMRE.
We value the input of local stakeholders to guide sustainable
development, recognising that maintaining our social licence depends
on supporting the community socially and economically.
SLPs and community social initiatives
We focused our SLPs and community initiatives on critical areas such
as education, portable skills training, telecommunications, healthy
living and supporting vulnerable populations. These efforts aimed to
enhance the local education system and reduce the literacy gaps in
the community. A summary of these contributions highlights our
commitment to empowering our host communities through targeted
social programmes designed to create lasting positive impacts.
Community initiatives
2024
2023
2022
Beneficiaries
Status
Beneficiaries
Status
Beneficiaries
Status
AET
14
Completed
51
Completed
116
Completed
Learnership
7
In progress
7
In progress
20
In progress
Bursaries
9
In progress
6
In progress
2
In progress
Internships (external)
18
In progress
18
In progress
42
In progress
Portable skills
25
Completed
25
Completed
45
Completed
Total
73
107
225
We are committed to recruiting from local communities and focus on
training programmes that equip local youth with the skills needed for
employment at Tharisa and in the wider mining industry. In 2024, we
provided free basic numeracy and literacy training to many
community members, helping them to qualify as artisans and
improving their employability.
We also offer internships to graduates, giving them workplace
experience and job-seeking advice. As a mechanised operation, we
cannot meet all local employment needs so we have partnered with
the community to maintain a recruitment database that identifies
candidates for job opportunities and training.
Our procurement traditions
Mining Charter compliance
At Tharisa, we value our suppliers and partners who provide essential
goods and services for our operations. Recognising that our success is
linked to the local economy, we take pride in our commitment to
inclusive procurement, believing that “charity begins at home”.
We are committed to complying with South African legislation and
the Mining Charter, understanding their role in promoting equality
and empowerment in the mining sector. Given this commitment, we
have invested ZAR1 802 815 394 in HDP women-owned businesses
and broad-based black economic empowerment (B-BBEE)-compliant
companies (2023: ZAR2 270 986 010). This ensures our compliance
with the Mining Charter and supports the growth of under-
represented groups in our communities.
By cultivating relationships with HDP and women-owned enterprises,
we aim to create a more equitable and sustainable business
environment. We actively seek suppliers who share our commitment
to these values, building a diverse supply chain that benefits all
stakeholders. Our inclusive procurement strategy enhances our
operational efficiency while positively impacting the socioeconomic
development of the communities we serve.
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tharisa plc 2024 integrated annual report
Mining goods
Category
Spend value
Spend
target
%
Spend target vs actual
Variance
(2024)
%
2024
ZAR
2023
ZAR
2022
ZAR
2024
%
2023
%
2022
%
HDP
774 552 217
671 428 665
1 210 465 707
21
43
30
50
22
Women
356 996 185
240 179 892
459 789 752
5
20
11
19
15
BBBEE-compliant
5 134 941 549
1 569 420 907
1 940 657 371
44
285
69
81
241
Total spend
1 802 815 394
2 270 986 010
2 408 563 589
70
348
110
150
A key focus is providing access to quality higher education for local youth, empowering them to secure better job opportunities and contribute to
regional socioeconomic development. We are also committed to skills training for our existing employees to ensure they adapt to the evolving
demands of the mining industry.
By prioritising education and professional development, we aim to improve service delivery and foster a culture of growth in our organisation and
surrounding communities to create a lasting positive impact.
Service goods
Category
Spend value
Spend
target
%
Spend target vs actual
Variance
(2024)
%
2024
ZAR
2023
ZAR
2022
ZAR
2024
%
2023
%
2022
%
HDP
1 762 598 091
1 132 439 820
1 100 586 650
50
42
48
47
(8)
Women
367 006 213
239 967 970
278 273 276
15
9
10
11
(6)
Youth
182 378 782
74 773 328
46 077 506
5
4
3
6
(1)
BBBEE-compliant
5 187 836 368
2 046 938 994
2 321 856 257
10
122
86
98
112
Total spend
4 242 573 052
2 378 193 794
2 377 975 133
80
177
147
162
R&D
Category
Spend value
Spend
target
%
Spend target vs
actual
2024
ZAR
2024
%
Total spend
6 328 760
70
100
Sample analysis
Category
Spend value
Spend
target
%
Spend target vs
actual
2024
ZAR
2024
%
Total spend
7 553 174
100
100
Enterprise and supplier development spend with the community
The BBBEE Act and the Codes of Good Practice aim to rectify historical inequalities and promote the economic participation of black individuals in
South Africa. ESD is a crucial element of the BBBEE scorecard and focuses on enhancing and diversifying supply chains while promoting economic
transformation.
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Women in Mining Committee (WIM) supports campaign and event against
women and children abuse
WIM recently participated in a pivotal event dedicated to combating abuse against women.
The event was hosted by the Association of Women in Mining South Africa (AWIMSA) in
collaboration with various companies and occurred at the Serling Sports Ground. It aimed
to raise awareness, promote collaboration and empower the community to take a stand
against these pressing issues.
Attendees discussed the root causes of abuse against women and children including poverty,
unemployment, lack of gender equality and dependency. Participants were informed about the
support available for GBV survivors including counselling services, police assistance and trained
pastors who could provide help in such cases.
Multiple companies pledged to provide skills development programmes and entrepreneurship
opportunities for women to combat abuse and support the United Nations SDGs. This initiative
aims to empower women and create pathways to independence to create a safer and more
equitable community for all.
New brick-making plant at Rocasize
The new brick-making plant at Rocasize aims to boost production capacity significantly
and addresses the current shortfall caused by the existing machine, which produces only
1 000 bricks per shift. The current Hydro-Form V3se machine, priced at ZAR760 713.50,
generates about 20 000 bricks monthly, resulting in a financial loss and missed
opportunities for off-take contracts with hardware stores.
The new PMSA Twin UNI Plant, priced at ZAR2 333 511 offers a substantial upgrade and can
produce 22 000 bricks per shift and 440 000 bricks monthly. With its twin mould system,
Rocasize can produce two products simultaneously and secure hardware store contracts. This
increase in production will create more jobs for local community members who will be trained
to operate the machinery, boosting both output and operational efficiency.
In 2024, Tharisa committed ZAR60 355 057 to procure supplies from 27 black-owned companies (2023: ZAR18 977 020), demonstrating our
dedication to supporting black entrepreneurship and contributing to broader economic change. These case studies depict some of the initiatives
undertaken in 2024:
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ENGAGEMENT LIMITATIONS
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.
ASSURANCE CONCLUSION
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.
KEY OBSERVATIONS AND RECOMMENDATIONS FOR IMPROVEMENT
Based on the work set out above, and without affecting the assurance conclusion, the key observations and recommendations for
improvement are set out below.
IN RELATION TO AA1000AP (2018)
Inclusivity: Tharisa has formalised its commitments, integrating them into various policies and procedures implemented
throughout the organisation. The Board, supported by executive managers, has integrated these commitments into organisational-
wide policies and procedures, and operational teams oversee the process of ensuring a stakeholder-inclusive approach.
It is recommended that Tharisa also establish relevant metrics to evaluate the effectiveness, outcomes, and impact of stakeholder
engagement.
Materiality: Tharisa’s materiality determination process has been integrated into its wider process for managing principal business
risks and is overseen by senior and executive management.
It is recommended that Tharisa also articulates how material sustainability topics are evaluated and prioritised to enhance
alignment with best practices.
Responsiveness: Tharisa has stakeholder response processes in place to address and communicate with stakeholders on material
sustainability topics. Tharisa’s response mechanisms are also appropriately tailored to the specific needs of stakeholder groups.
Consolidating these processes in a Group stakeholder communication plan will enhance consistency in responding to stakeholders
across the group.
Impact: Tharisa has established processes to identify, measure, evaluate, and manage its impacts, which are integrated into its
broader organisational management framework.
We recommend Tharisa to also include potential negative impacts in order to demonstrate its understanding and proactive
responses to them.
IN RELATION TO THE SELECTED DISCLOSURES
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.
ENVIRONMENTAL:
SOCIAL:
•
Total Energy Consumed (GJ)
•
Total Scope 1 Emissions (tCO2e)
•
Total Scope 2 Emissions (tCO2e)
•
Water use (Kl)
•
Total amount of waste disposed and recycled
(tonnes)
•
Number of significant Environmental Incidents
(Level 3 – 5)
•
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
•
AWOP rate
HEALTH AND SAFETY:
•
Lost Time Injury Frequency Rate (LTIFR)
•
Total recordable case frequency rate (TRCFR)
•
Fatal injury frequency rate (FIFR)
•
Occupational diseases (Number of new Silicosis
/ 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:
ASSURANCE PROCEDURES PERFORMED
Our assurance methodology included:
Testing
Interviews
Inspection
Assessing
Reporting
Interviews with
relevant data owners
to understand and
evaluate the
processes in place
for maintaining
information in
relation to the
subject matters in
the assurance scope
Inspection and
corroboration of
supporting
evidence received
electronically to
evaluate the data
generation and
reporting
processes against
the assurance
criteria
Assessing the
presentation of
information
relevant to the
scope of work in
the Annual report
for consistency
with the assurance
observations
Reporting the
assurance
observations to
management as
they arose to
provide an
opportunity for
corrective action
prior to
completion of the
assurance process
Testing, on a
sample basis, the
measurement,
collection,
aggregation, and
reporting
processes in place
AA1000AP (AccountAbility Principles)
Tharisa’s reporting procedures
AA1000AP (2018) AccountAbility Principles criteria for
Inclusivity, Materiality, Responsiveness, and Impact
The completeness, accuracy, and validity of
reported data
INTRODUCTION
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
the financial year that ended 30 September 2024.
IBIS is an independent licensed provider of sustainability assurance services. The assurance team was led by Petrus Gildenhuys
with support from Megan Nair, Meriska Singh and Thabo Mokate 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
assurance work. This assurance engagement is the third consecutive sustainability assurance engagement conducted for Tharisa
by IBIS.
ASSURANCE STANDARD APPLIED
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 Type II Moderate level requirements.
RESPECTIVE RESPONSIBILITIES AND IBIS’ INDEPENDENCE
ASSURANCE SCOPE
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:
Tharisa is responsible for preparing their Annual Report
and for the collection and presentation of sustainability
information within the report.
Tharisa is also responsible for maintaining adequate
records and internal controls that support the reporting
processes.
IBIS’ responsibility is to the management of Tharisa alone
and in accordance with the scope of work and terms of
reference agreed with Tharisa.
IBIS applies a strict independence policy and confirms its
impartiality to Tharisa in delivering the assurance
engagement.
THARISA
IBIS
Adherence to the AA1000AP (2018) AccountAbility
Principles of Inclusivity, Materiality, Responsiveness, and
Impact.
SUBJECT MATTERS IN THE ASSURANCE SCOPE
The following selected disclosures relating to
material ESG risks and opportunities for its South
African entities:
Petrus Gildenhuys
Director
IBIS Environmental Social Governance Consulting Africa (Pty) Ltd
Johannesburg, South Africa
6 December 2024
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.
INDEPENDENT ASSURANCE STATEMENT TO THE MANAGEMENT OF THARISA PLC
95
SUSTAINABILITY
tharisa plc 2024 integrated annual report
SUSTAINABILITY CONTINUED
Seven-year ESG data
Human
resources
(Tharisa
Minerals)
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
Association of Mineworkers and Construction Union (Amcu)
NUM
Solidarity trade union
Number of grievances lodged and resolved
Employee turnover
Safety
Number of fatalities
Number of medical treatment cases*
Number of LTIs*
End-of-year LTIFR*
Total recordable case frequency rate (TRCFR)*
Fatal injury frequency rate (FIFR)*
Health
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 cases)
Total number of new cases of NIHL
Number of employees who attended wellness days
Environment
Waste rock (Mm3)
Tailings volume (Mm3)
Reef mined (Mt)
Total electricity consumption (MWh)
Total energy consumption (GJ)
Total CO2 emissions (Scope 1) (tCO2e)
Total CO2 emissions (Scope 2) (tCO2e)
Total CO2 emissions (Scope 3) (tCO2e)
Cumulative rehabilitation provision (US$m)
Total water consumption (m3)
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)
Training and
development
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
Our independent external assurer has assured sustainability data used in this report (see page 95)
* Per 200 000 hours
96
tharisa plc 2024 integrated annual report
Seven-year trend
2024
2023
2022
2021
2020
2019
2018
3 051
4 261
3 712
4 412
3 082
2 826
2 430
1 061
2 327
1 763
2 581
1 346
1 079
758
95%
94%
94%
92%
92%
91%
90%
100%
100%
100%
100%
100%
100%
60%
81%
69%
69%
50%
47%
44%
44%
26%
26%
24%
23%
22%
21%
20% Appointment of black female
as Group HR Director
0.00
0.00
0.00
0.00
0.00
0.00
0.00
18%
24%
30%
29%
32%
51%
65%
52%
40%
17%
14%
12%
9%
19%
2%
8%
19%
27%
29%
n/a
n/a
Solidarity only recognised from
2020
29
30
7
0.00
0.00
0.00
0.00
175
268
309
150
0.00
1
0.00
0.00
0.00
0.00
0.00
Fatality occurred on
21 October 2022
7
8
17
10
22
11
12
0.00
7
17
11
4
9
6
0.00
0.13
0.41
0.34
0.09
0.27
0.18
0.12
0.29
0.00
0.00
0.00
0.00
0.00
0.00
0.02
0.00
0.00
0.00
0.00
0.00
3 948
3 876
3 432
2 296
3 842
4 660
3 509
34 – new
cases
155
425
480
504
536
392
HIV/AIDS awareness and
prevention measures are
available
4 079
3 999
0.00
0.00
0.00
0.00
0.00
16.90%
13.94%
12.20%
13.00%
14.00%
12.00%
10.00%
3 475
3 094
3 014
7 608
4 715
5 784
6 768
7 883
7 934
8 281
5 140
4 715
5 784
6 368
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
1
3
0.00
0.00
0.00
0.00
364
257
756
n/a
n/a
414
400
15.7
14.5
19.4
17.6
16.1
11.1
10.8
1.17
1.15
1.37
1.39
1.25
1.19
1.26
4.64
4.18
5.51
5.38
4.97
4.63
4.85
218 996
213 390
208 750
200 256
185 807
175 329
169 480
2 368 781
2 241 328
2 238 622
133 381
123 555
135 077
98 815
82 829
84 000
2 600
221 187
221 926
221 275
212 272
182 343
156 200
162 800
5 922 062
5 197 034
5 071 106
4 926 110
2 285 059
2 235 100
2 068 500
23
20.0
13.2
21.1
17.3
13.1
21.8
Rehab provided in ZAR
(currency fluctuations)
2 751 505
1 776 553
3 485 152
1 591 031
1 290 346
4 082 908
4 283 399
Rise in water usage due to a
change in water recording
methods
16
4
4
0.00
0.00
0.00
0.00
44
42
42
40
38.2
29
28
18 553
14 145
15 689
18 272
15 763
10 597
11 878
776.63
674.41
863.09
629.14
637.4
697.6
525.9
Focus on waste recycling over
the reporting year
641.44
544
458
393
358
330
83
As a result of increased
contractors on site
403.44
2 488.83
2 109.56
672
356.4
258.9
271
7 288
6 216
6 968
6 439
7 289
5 343
4 190
14
66
114
60
275
224
82
0.00
72
32
45
40
24
21
38
62
36
43
58
20
9
1.6
1.9
2.3
2.7
3.1
3.4
3.3
Training is charged in ZAR but
reported in US$, exchange rate
variations distort numbers
97
SUSTAINABILITY
tharisa plc 2024 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – THARISA MINERALS
Introduction
The Mineral Resource and Mineral Reserve estimate of Tharisa
Minerals was prepared under the guidance of the Competent Persons
(CPs) in accordance with the guidelines of the South African Code for
the Reporting of Exploration Results, Mineral Resources and Mineral
Reserves, 2016 edition (the SAMREC Code). The estimates are
reported as of 30 September 2024.
The previous declaration of the Mineral Resource and Mineral Reserve
was dated 30 September 2023. 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 FY2024
mining depletions. The Mineral Reserve estimate was based on the
latest pit design, updated technical study on the underground project
and the consolidated 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 respective CPs.
Definitions
The declaration of the Mineral Resource and Mineral Reserve estimate
was undertaken in terms of the guidelines of the SAMREC Code.
The terms and definitions utilised in this report are identical to those
specified in the SAMREC Code.
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. Refer to Figure 1.
Statement by Competent Persons
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 E, Irene Link
Office Park, 5 Impala Avenue, Doringkloof, Centurion, 0157.
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 (including Table 1) and, where applicable, the relevant
section 12 of the JSE Listings Requirements 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
Tharisa Minerals and has no direct or indirect interests in Tharisa plc
or Tharisa Minerals. 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 Right summary
Tharisa Minerals holds a Mining Right, granted by the Department of
Mineral Resources in terms of the Mineral and Petroleum Resources
Development Act 28 of 2002 (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 in respect of PGMs, Nickel,
Copper and Chrome contained within the MG chromitite layers. On
13 August 2009, the Mining Right was registered in the Mining and
Petroleum Titles Registration Office, under reference number
MR49/2009. 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 MR49/2009.
Tharisa Minerals is in the process of securing Mining Rights of isolated
areas situated between the farm 342 JQ and the farm Rooikoppies
297JQ. Tharisa Minerals submitted an application in April 2023 in
terms section 102 of the MPRDA for the addition of portions 32, 209,
211, 253, 254, 255, 260, 261, 306, and 307 of the Farm 342 JQ into
its existing Mining Right. The portions referenced above are situated
directly north of the current open-pit operations. These rights must
be obtained to facilitate access to the planned underground mining
blocks. It is reasonable to assume that these rights would be granted
to Tharisa Minerals following the appropriate regulatory approval
process. These areas were excluded from the Mineral Resource and
Mineral Reserve estimates.
Mineral Resource
Geology and mineralisation
The Tharisa Mine is situated on the south-western 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.
98
tharisa plc 2024 integrated annual report
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 (subdivided into A, B
and C chromitite layers), the MG3 chromitite layer and the MG4
chromitite layer (subdivided 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.
Figure 1: Location of the Tharisa Mine
Figure 2: MG2 Mineral Resource classification
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.
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 2023. 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 FY2024
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.
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MINERAL RESERVE STATEMENT
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MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – THARISA MINERALS CONTINUED
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 2024 is reported
inclusive of Mineral Reserve.
Mineral Resource estimate
2024
Unit
Measured
Indicated
Inferred
Total
Tonnes
Mt
84.52
104.58
652.33
841.43
5PGE + Au grade
g/t
1.73
1.29
1.44
1.45
3PGE + Au grade
g/t
1.35
0.98
1.11
1.12
Cr2O3 grade
%
24.10
18.58
19.29
19.68
Contained 5PGE + Au
Moz
4.70
4.30
30.07
39.07
Contained 3PGE + Au
Moz
3.66
3.30
23.27
30.24
Contained Cr2O3
Mt
20.37
19.43
125.83
165.63
2023
Unit
Measured
Indicated
Inferred
Total
Tonnes
Mt
86.81
106.00
652.01
844.83
5PGE + Au grade
g/t
1.79
1.28
1.43
1.45
3PGE + Au grade
g/t
1.40
0.98
1.09
1.11
Cr2O3 grade
%
24.15
18.48
19.27
19.67
Contained 5PGE + Au
Moz
5.01
4.36
30.07
39.44
Contained 3PGE + Au
Moz
3.90
3.32
22.91
30.13
Contained Cr2O3
Mt
20.97
19.59
125.63
166.19
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 surface mining operations at Tharisa is based on mechanised
open-pit methods. The integrated LOM plan was based on the
extraction of MG chromitite layers (including UG1 chromitite layer in
the east pit), firstly from open-pit mining, up to a maximum pit depth
of 220m below surface and subsequently by means of underground
mechanised bord and pillar mining methods, targeting mainly 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 in 2023 and 2024. 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
The Mineral Reserve estimate was based on an updated LOM plan for
the open pit. This estimate was underpinned by an updated mining
model and incorporated the current economic parameters, on-mine
mining methodology and measured mining depletion that occurred
during the period. Appropriate technical aspects were considered in
the mine design and schedule as basis for the Mineral Reserve
estimate, including economic pit limits, geotechnical parameters,
mining methodology and sequence, pit access, ramp placement,
equipment capability, production rates and practical mining
considerations. The mining-related modifying factors applied were
considered appropriate to declare a Mineral Reserve.
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.
The techno-economic pit limit of the east pit was marginally reduced
due to the proximity of bulk electrical supply infrastructure northeast
of the pit. Based on the outcome of the pit optimisation study
completed in 2024, the UG1 chromitite layer was included in the
Mineral Reserve estimate for the east pit. A portion of the far west
pit was removed from the pit design within the defined iron-rich
ultramafic pegmatite (IRUP) area and proximity to the neighbouring
community toward the south-western perimeter. The updated
open-pit design relative to the exclusion areas is shown in Figure 4.
100
tharisa plc 2024 integrated annual report
Figure 4: Open-pit mine design and impacted areas
Modifying factors
The focus on the ongoing measurement and definition of modifying
factors continued during 2024, these included:
• Periodic reconciliation processes to identify and manage 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 based on current mining
practices.
The reconciliation process confirmed that the mining losses and
dilution estimates applied as part of the 2023 Mineral Reserve
estimate remain relevant for the 2024 estimate. Due to the confined
mining in the east pit currently, increased dilution and mining losses
can be expected in Cutback 3A. From Cutback 3B, mining activities
progress from the highwall ramps towards the south, systematically
decreasing the dilution and mining losses. Ongoing focus on timeous
pre-stripping activities for structured access to ore will result in a
continuous reduction in mining losses for the remainder of the cuts.
Mining operational compliance to plan and grade control activities
remain crucial to maintain planned mining losses and dilution
parameters. The modifying factors applied per mining area are
summarised in the following table.
Parameter
Unit
East
West
Far west
MG4A dilution thickness
m
0.96
0.31
0.31
MG4 dilution thickness
m
1.04
0.58
0.58
MG3 dilution thickness
m
0.90
0.42
0.42
MG2 dilution thickness
m
0.91
0.50
0.50
MG1 dilution thickness
m
0.32
0.36
0.36
Cumulative dilution
m
4.13
2.17
2.17
Mining losses
%
18 – 6
6.0
10.0
Geological losses
%
5.0
7.5
15 – 25*
* Iron-rich ultramafic pegmatite structure
Open-pit Mineral Reserve estimate
The consolidated Mineral Reserve as at 30 September 2024 for the
open-pit operations was estimated at 33.0Mt at an average Cr2O3
grade of 18.4% and a 3PGE+Au grade of 1.08g/t. The Proved
Mineral Reserve was estimated at 29.8Mt at an average Cr2O3 grade
of 18.7% and a 3PGE+Au grade of 1.11g/t. The Probable Mineral
Reserve was estimated at 3.3Mt at an average Cr2O3 grade of
15.5% and a 3PGE+Au grade of 0.79g/t.
The open-pit Mineral Reserve estimate decreased by 5.9Mt from
39.9Mt to 33.0Mt as compared to the corresponding 2023 estimate.
The main variances can be attributed to:
• The bulk electrical supply infrastructure restrictions (including the
100m buffer) resulted in a decrease in the estimated Mineral
Reserve of 0.7Mt
• Inclusion of the UG1 chromitite layer in the east pit increased the
estimated Mineral Reserve by 1.3Mt
• West pit design changes (including exclusion of the IRUP area)
decreased the Mineral Reserve estimate by 2.2Mt
• Mining depletion that occurred during the period resulted in a
decrease of 4.1Mt
A reconciliation of the September 2024 and 2023 Mineral Reserve
estimates for the open-pit operation is shown in Figure 5.
0
5
10
15
20
25
30
35
40
2024
Mineral
Reserve
Depletion
West
design
change
East
UG1
East
Powerline
2023
Mineral
Reserve
(0.9)
(2.2)
(4.1)
1.3
38.9
33.0
Variances relative to the 2023 open-pit Mineral Reserve
estimate (million tonne)
Figure 5: Variances relative to the 2023 open-pit Mineral Reserve
estimate
Open-pit risks
The application of blasting restrictions due to community proximity
had a material impact on the historical techno-economic pit limits.
Additional community settlement or growth in the existing settlement
could impact the remaining open-pit life.
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.
Current long-term PGM and chrome prices were adopted in the pit
optimisation process to redefine the economic pit limits. The
combination of sustained, lower commodity prices and increasing
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MINERAL RESERVE STATEMENT
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MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – THARISA MINERALS CONTINUED
operational costs escalations will materially impact the overall value of
the open pits and could 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
During 2024, the pre-feasibility study was optimised due to the
design changes that occurred on the open-pit operations and
additional technical study work completed. Changes to the
underground mine design included:
• Incorporation of the updated open-pit designs and crown pillar
based on detailed geotechnical design recommendations
• Localised design changes were made on the MG4 mining
horizon where the interburden between the MG2 and MG4
was less than 8 m
• Updated geotechnical design parameters resulted in a reduction of
the overall extraction on both the MG2 and MG4 layers
• Revised geotechnical requirements related to the super-imposition
of pillars reduced the overall extraction of the MG4
• Optimisation of effective mining height and the application of
mining-related modifying factors
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 personnel carriers. Eight bords were allowed for per
conveyor section with the 8m wide bords designed 5° to 10° above
strike. All declines were designed on apparent dip of 9°.
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 underground MG2 mine design is shown in Figure 6
below.
Figure 6: Underground MG2 mine design
The MG1 horizon was targeted on the eastern side of the ore body,
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 LHDs to the dedicated strike
conveyor tip. On a tonnage basis, the MG1 mining horizon contributed
less than 2% to the overall underground Mineral Reserve estimate.
Modifying factors
The modifying factors applied per mining area are summarised in the
table below.
Parameter
Unit
Value
MG4 average dilution thickness
m
0.55
MG2 average dilution thickness
m
0.84
MG1 average dilution thickness
m
0.31
Mining losses
%
2.0
Geological losses
%
5 to 15
Mine call factor
%
100
MG4 maximum footwall dip in bords
Deg
9.0
MG2 maximum footwall dip in bords
Deg
4.0
The underground Mineral Reserve estimate decreased by 4.7Mt relative
to the 2023 estimate. The main variances can be attributed to:
• Localised design optimisation based on MG2 and MG4 interburden
resulted in an increase of 2.2Mt in the estimated Mineral Reserve
• The updated geotechnical design parameters that resulted in a
reduction of the overall extraction reduced the Mineral Reserve
estimate by 5.3Mt
• The revised crown pillar design resulted in a decrease of 0.4Mt
• Design requirements related to the super-imposition of pillars
reduced the Mineral Reserve estimate by 1.7Mt
• Other localised design changes, mainly related to changes in the
effective mining height and revision of mining-related modifying
factors due to revised reef dips, resulted in an increase of 0.6Mt.
A reconciliation of the September 2024 and 2023 Mineral Reserve
estimates for the underground operations is shown in Figure 7.
0
10
20
30
40
50
2024
Mineral
Reserve
Other
(mining
height
etc.)
Super
imposing
of pillars
Crown
pillar
Losses
due to
extraction
ratio
MG2
and
MG4
middling
2023
Mineral
Reserve
Variances relative to the 2023 underground Mineral
Reserve estimate (million tonne)
(5.3)
(0.4)
(1.7)
2.2
0.6
46.2
41.5
Figure 7: Variances relative to the 2023 underground Mineral Reserve
estimate
102
tharisa plc 2024 integrated annual report
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, LOM 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.
Additional drilling is required in certain areas to confirm orebody
characteristics that would enable the appropriate application of
geotechnical design parameters in these areas.
Core yard
103
MINERAL RESOURCE AND
MINERAL RESERVE STATEMENT
tharisa plc 2024 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – THARISA MINERALS CONTINUED
Open pit 2024
Unit
Proved
Probable
Total/average
Tonnes
Mt
29.8
3.3
33.0
5PGE + Au grade
g/t
1.42
1.07
1.38
3PGE + Au grade
g/t
1.11
0.79
1.08
Cr2O3 grade
%
18.7
15.5
18.4
Contained 3PGE + Au(1)
Moz
1.1
0.1
1.1
Contained Cr2O3
(2)
Mt
5.6
0.5
6.1
Open pit 2023
Unit
Proved
Probable
Total/average
Tonnes
Mt
34.4
4.5
38.9
5PGE + Au grade
g/t
1.39
1.14
1.39
3PGE + Au grade
g/t
1.08
0.90
1.06
Cr2O3 grade
%
18.5
13.9
18.0
Contained 3PGE + Au(1)
Moz
1.2
0.1
1.3
Contained Cr2O3
(2)
Mt
6.4
0.6
7.0
Underground 2024
Unit
Proved
Probable
Total/average
Tonnes
Mt
14.8
26.7
41.5
5PGE + Au grade
g/t
1.46
1.66
1.59
3PGE + Au grade
g/t
1.18
1.32
1.27
Cr2O3 grade
%
17.0
19.6
18.7
Contained 3PGE + Au(1)
Moz
0.6
1.1
1.7
Contained Cr2O3
(2)
Mt
2.5
5.2
7.8
Underground 2023
Unit
Proved
Probable
Total/average
Tonnes
Mt
13.2
33.0
46.2
5PGE + Au grade
g/t
1.49
1.54
1.52
3PGE + Au grade
g/t
1.18
1.20
1.19
Cr2O3 grade
%
16.7
17.8
17.5
Contained 3PGE + Au
Moz
0.5
1.3
1.8
Contained Cr2O3
Mt
2.2
5.9
8.1
Total open pit and underground 2024
Unit
Proved
Probable
Total/average
Tonnes
Mt
44.6
29.9
74.5
5PGE + Au grade
g/t
1.43
1.59
1.50
3PGE + Au grade
g/t
1.13
1.26
1.18
Cr2O3 grade
%
18.1
19.2
18.6
Contained 3PGE + Au(1)
Moz
1.6
1.2
2.8
Contained Cr2O3
(2)
Mt
8.1
5.7
13.8
Total open pit and underground 2023
Unit
Proved
Probable
Total/average
Tonnes
Mt
47.6
37.5
85.1
5PGE + Au grade
g/t
1.42
1.49
1.46
3PGE + Au grade
g/t
1.11
1.16
1.13
Cr2O3 grade
%
18.0
17.3
17.7
Contained 3PGE + Au
Moz
1.7
1.4
3.1
Contained Cr2O3
Mt
8.6
6.5
15.1
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%
104
tharisa plc 2024 integrated annual report
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 the 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.
Reef blasting
105
MINERAL RESOURCE AND
MINERAL RESERVE STATEMENT
tharisa plc 2024 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – KARO PLATINUM
Introduction
The Mineral Resource and Mineral Reserve of Karo Platinum was
prepared under the guidance of the Competent Persons (CPs) in
accordance with the requirements of the SAMREC Code (2016
edition). The estimates are as of 30 September 2024.
The previous declaration of the Mineral Resource and Mineral Reserve
for the Karo Project was presented in 2023. The current Mineral
Resource declaration relies on the geological model and Mineral
Resource model finalised in June 2024 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 is
64.79%. The data referenced in this section for the Karo Platinum
Project are reported on a 100% basis and on an attributable basis
(64.79%).
In regard to mine tenure, the figure below shows an outline of the
approved mining lease area.
Figure 1: Mining lease area
Overview
The Karo Project on the Great Dyke of Zimbabwe 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 (SACNASP, 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 platinum group metal (PGM) deposits in
the Great Dyke.
Chantelle Obermeyer of VBKOM (Pty) Ltd (95 Lyttelton Road,
Clubview, Centurion, 0157) reviewed the Mineral Resource
estimation. She holds an MSc Geology degree and has eight years
of experience in respect of this and similar commodities. She is
registered with SACNASP, registration number 400114/06. She is
a principal geologist with appropriate experience in the estimation,
assessment and evaluation of relevant Mineral Resources based on
the type of mineral deposit.
The Mineral Reserve was prepared under the supervision of
Wilhelm Warschkuhl of VBKOM (Pty) Ltd in his role as Mineral Reserve
CP. He holds a BEng (Hons) Mining Engineering degree and has more
than five years of experience in respect of this and similar
commodities. He is registered with the Engineering Council of
South Africa (ECSA, Private Bag X691, Bruma, South Africa),
registration number 20170173. 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
Warschkuhl that the information disclosed is in compliance with the
SAMREC Code 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 LOM. The mining lease was
issued on 12 March 2021.
Karo Platinum intends to extract base metals associated with the
mining of the PGMs 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
mineralisation of the MSZ.
106
tharisa plc 2024 integrated annual report
Regulatory compliance
Messrs Lomberg and Warschkuhl are independent of Tharisa plc and
Karo Platinum and have 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 target deposit is hosted within the MSZ of the Great Dyke,
Zimbabwe. 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-northeast 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 MSZ 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 subdivided 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 7 645 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. In February 2022, 18 infill drill holes
over 2 528 m were completed at KPSE. In June 2023, additional
diamond core drilling was completed, with 71 diamond core drill
holes at KPNE and KPNW for 5 854 m, and then a further 139 drill
holes at KPE, KPNE and KPSE, totalling 8 272 m.
The total number of drill holes completed to date and incorporated in
the current Mineral Resource estimate is 563 for a total of 58 943 m,
as presented in Figure 3. All exploration activities were performed in
accordance with industry good practice including comprehensive
QA/QC programmes. The programmes generated some
33 300 samples that were assayed by an accredited independent
laboratory, Intertek.
Figure 2: Location of the Karo Platinum Project
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.
107
MINERAL RESOURCE AND
MINERAL RESERVE STATEMENT
tharisa plc 2024 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – KARO PLATINUM CONTINUED
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 m
and 4 m thick. It generally contains iron-nickel-copper sulphides,
while elevated platinum group element (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 at 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 MSZ (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 were collated and verified with the
quality controls for logging, sampling, and assays being used. Based
on the analysis of the dataset, no cutting or capping was deemed
necessary. For each block, the Pt, Pd, Rh, Au, Ru, Ir, Cu, Ni, and Co
concentrations as well as density were estimated independently by
inverse distance weighting to the power 2 (IDW2). The model was
checked visually and statistically to ensure that the results could 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 4). Cognisance was taken
of the practice used by other operating mines on the Great Dyke.
The Karo Mineral Resource at 30 September 2024 (tabulated on the
following page) is reported on a 100% basis and on an attributable
basis (64.79%) and is inclusive of Mineral Reserves.
The target cut for declaring Mineral Resources was optimised on a
per 100 m x 100 m block basis targeting a 1.7 g/t 3PGE+Au grade.
A dynamic best cut was determined utilising a minimum cut of
120 cm and a full cut grade of >1.7 3PGE+Au (g/t). Where the grade
was at 120 cm < 1.7 PGE+Au (g/t), the minimum cut was selected.
Figure 4: Map showing the Mineral Resource classification
108
tharisa plc 2024 integrated annual report
Mineral Resource declaration (Sept 2024) (100%)
Mineral Resource declaration (Sept 2024) (64.79%)
SAMREC Code (2016)
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
63.54
3.70
2.04
4 117
47:40:4:9
41.17
3.70
2.04
2 706
47:40:4:9
Indicated
108.42
2.73
1.94
6 758
46:41:4:9
70.25
2.73
1.94
4 379
46:41:4:9
Measured
+Indicated
171.96
3.06
1.98
10 935
46:41:4:9
111.42
3.06
1.98
7 085
46:41:4:9
Inferred
6.26
3.11
1.69
399
45:42:5:7
4.05
3.11
1.69
220
45:42:5:7
Total
178.22
3.06
1.97
11 274
46:41:4:9
115.47
3.06
1.97
7 305
46:41:4:9
Mineral Resource declaration (Sept 2023) (100%)
Mineral Resource declaration (Sept 2023) (63.75%)
SAMREC Code (2016)
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
15.11
4.44
2.27
1 104
46:43:5:6
9.63
4.44
2.27
704
46:43:5:6
Indicated
128.23
3.20
1.95
8 032
45:42:4:9
81.75
3.20
1.95
5 120
45:42:4:9
Measured
+Indicated
143.34
3.33
2.11
9 136
45:42:4:9
91.38
3.33
1.98
5 825
45:42:4:9
Inferred
25.48
4.11
2.05
1 681
46:43:4:7
16.24
4.11
2.05
1 071
46:43:4:7
Total
168.82
3.41
1.99
10 817
45:42:4:8
107.62
3.41
1.99
6 891
45:42:4:8
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 Resource 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 the
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 Platinum 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.
109
MINERAL RESOURCE AND
MINERAL RESERVE STATEMENT
tharisa plc 2024 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – KARO PLATINUM CONTINUED
Mineral Reserve
The Mineral Reserve estimation and reporting is subject to the
following key criteria:
• Subsequent to the 2023 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 June 2024 updated
geological information resulting from the additional exploration
activities
• Karo Platinum 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 2025.
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 2.64 million tonnes per
annum (Mtpa) run of mine (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 110 m 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 is shown in the
table alongside. 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
%
5
Geological loss: Indicated
%
10
Geological loss: Inferred
%
15
Mining loss
%
2
Dilution
%
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
The methodology applied to determine the dilution is as follows:
Dilution was incorporated within the creation of the
three-dimensional mining block model with block sizes of
100 m x 100 m x 0.2 m.
The mining reef cut was determined by optimising the platinum peak
within a block model column to 2.8 g/t 4E grade and a minimum reef
cut thickness of 1.2 m. The optimum cut was determined in 0.2 m
increments. The cut incorporated a minimum of three x 0.2 m blocks
in the top reef contact to ensure the platinum peak is extracted and
serves as dilution. The dilution is with content baring rock, to
maintain a feed grade of 2.8 g/t 4E. No external dilution was added.
Mining operations
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) and articulated dump trucks (ADT) to
match.
Access to the ore horizon was designed based on a combination of
highwall and in-pit access ramps. Waste material will be removed
from the pits via highwall 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 ore material from the pits will be transported with articulated
dump trucks to the ROM pad at the concentrator plant.
The designed pit outlines for the open pits are shown in the following
figure. The pit areas included in the Mineral Reserve estimate are:
• KPSE
• KPE
• KPNE
• KPNW
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tharisa plc 2024 integrated annual report
Figure 5: Karo pit designs
Various purchase or lease agreements related to surface rights or
surface usage rights have been concluded as part of the consolidated
project development plan. A resettlement action plan for the
southern portion of KPSE has been initiated, with relocation and
compensation agreements with the Project Affected Persons (PAPs) in
process. Resettlement operations undertaken are managed in line
with the requirements of IFC Performance Standards. 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, including:
• Environmental and Social Impact Assessment (ESIA) certificates have
been awarded and issued by the Environmental Management Agency
(EMA) and are based on detailed ESIA studies. The ESIA certificates
are issued for the following operational activities, are currently active,
and are renewable annually or bi-annually as prescribed:
– Platinum mining and processing at KPSE
– Construction and operation of bulk power facilities
– Construction and operation of bulk water supply networks
– Additional exploration activities
• Preliminary work toward an ESIA for a waste disposal site
commenced in 2023, since which:
– A Waste Management Plan has been developed and approved in
March 2024. This is an interim plan, pending the development
of a dedicated waste management facility.
– A suitable site has been identified to host the Karo waste
management facility and key equipment specifications have
been defined.
– A prospectus was submitted to EMA on 11 November 2024 for
this dedicated facility, with the ESIA to follow. The ESIA is
underway and due to be submitted to the EMA in March 2025.
• An addendum ESIA commenced in 2023 for the development of
additional opencast pits (KPE, KPNE, and KPNW) and
supplementary supporting infrastructure. The work is currently still
underway.
• Based on the EMA 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, as well as submission of
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.
– A tailings storage facility design report for a 205 ktpm
operation was submitted to the EMA as per the conditions in
November 2023.
• Appropriate authorisations (surface and groundwater abstractions)
for the project in terms of the Water Act (Chapter 20:24 of 1998)
are in place. There is, however, a water balance shortfall in the
current authorisations. To address this, a provisional water permit
has been granted to Karo by the local Sanyati catchment council
for the development of the Chirundazi dam, with a total capacity
of 5 000 ML in phase 1 and 11 000 ML in phase 2. Per the water
permit, 2 100 ML have been allocated to Karo in phase 1, thereby
covering 100% of requirements. An ESIA and supporting specialist
design work are under preparation for this new dam. The ESIA is
due to be submitted to EMA in February 2025, with construction
planned to be completed in time to facilitate water catchment
during the 2025–2026 rainy season.
• Several additional permits required for construction have been
obtained, including Effluent Disposal and Hazardous Substance
import, storage, and use. Air Emissions licences are under
application.
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MINERAL RESERVE STATEMENT
tharisa plc 2024 integrated annual report
MINERAL RESOURCE AND MINERAL RESERVE
STATEMENT – KARO PLATINUM CONTINUED
Consolidated open-pit Mineral Reserve estimate
Mineral Resources are reported inclusive of Mineral Reserves. No
mineralised material from Inferred Mineral Resources was 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 2024 for the surface mining operations was estimated
at 24.8 Mt at 2.82g/t (3PGE+Au). The Mineral Reserve estimates, on a
100% project basis and Tharisa plc.’s beneficial attributable basis
(64.79%), are shown in the tables below.
Mineral Reserve estimate as at September 2024 – Reported on a 100% project basis
Mineral
Reserve
class
Tonnage
[Mt]
3PGE+
Au [g/t]
5PGE+
Au [g/t]
Cu
[%]
Ni
[%]
3PGE+
Au [koz]
(Contained)
5PGE+
Au [koz]
(Contained)
Cu [t]
(Contained)
Ni [t]
(Contained)
Proved
17.9
2.81
2.98
0.10
0.12
1 559
1.658
17 382
21 454
Probable
7.0
2.86
3.04
0.12
0.14
621
660
8 416
9 813
Total/ave
24.8
2.82
3.00
0.10
0.13
2 180
2 318
25 798
31 267
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 September 2024, as basis for the Mineral Reserve estimate, complies to the minimum requirements as set out in the
SAMREC Code
10.The reserves are dependent on the approval of royalty and tax incentives as shown in the financial model
Mineral Reserve estimate as at September 2024 – Reported on a 64.79% attributable basis
Mineral
Reserve
class
Tonnage
[Mt]
3PGE+
Au [g/t]
5PGE+
Au [g/t]
Cu
[%]
Ni
[%]
3PGE+
Au [koz]
(Contained)
5PGE+
Au [koz]
(Contained)
Cu [t]
(Contained)
Ni [t]
(Contained)
Proved
11.6
2.81
2.98
0.10
0.12
1 010
1 074
11 262
13 900
Probable
4.5
2.86
3.04
0.12
0.14
402
428
5 453
6 358
Total/ave
16.1
2.82
3.00
0.10
0.13
1 412
1 502
16 714
20 258
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 64.79% attributable basis
9. The level of accuracy of the study completed in September 2024, as basis for the Mineral Reserve estimate, complies to the minimum requirements as set out in the
SAMREC Code
10.The reserves are dependent on the approval of royalty and tax incentives as shown in the financial model
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tharisa plc 2024 integrated annual report
The consolidated Mineral Reserve estimate for the open pits increased
by 1.8 Mt, from 23.0 Mt to 24.8 Mt, compared to the 2023 estimate.
The material variances in the Mineral Reserve estimate relative to the
2023 Mineral Reserve estimate are shown in Figure 6 and explained
below:
• The geological and economic update included:
– The KPSE Mineral Resource was expanded due to additional
exploration activities to include a portion between KPSE and
KPE south of the Chirundazi River
• Economic optimisation based on updated financial parameters
• Based on the additional exploration activities, the Mineral Resource
estimate was updated.
Karo Mineral Reserve estimate
(ROM Mineral Reserve) (million tonnes)
0
5
10
15
20
25
0
1.8
0
0
23
24.8
2024
estimate
New
pits
Reduced
strip
ratio
Geology
and
economic
update
Target
feed
grade
2023
estimate
Figure 6: Major variances from the 2023 Mineral Reserves 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.
Non-modelled geological features are considered to pose a risk.
However, this has been mitigated to a degree by the application
of a geological loss factor to the various Mineral Resource categories.
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.
Gaps were identified in the metallurgical test work regarding the
variability of the orebody on the process parameters. Due to limited
test samples, it is likely that variations in the estimated metal
recoveries may occur. Considering the impact of recovery on the
project NPV, additional test work is recommended to establish an
appropriate basis of estimate.
Detailed geohydrological studies are in progress and could pose a risk
regarding the impact of water on the geological features.
The timeous approval and construction (completion Q4 2025) of
the Chirundazi Dam is crucial to meet the processing plant’s water
needs.
Detailed geotechnical pit slope design parameters were prepared for
the four mining pits, KPSE, KPE, KPNE and KPNW. The following
considerations were noted for the pit designs:
• 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. The impact on
slope angles was analysed and determined to pose a minor risk.
• 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. These aspects can impact pit
perimeters, dump positions and plant throughput if appropriate
approvals are not received. Timely initiation and submission of
appropriate specialist studies lends to reasonable assumption that
these applications will be approved.
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 US$ exchange rate fluctuations
are a significant sensitivity driver for the project.
The royalty and tax incentives may pose a risk to the project’s
economic viability as these incentives are still pending approval.
A discount rate of 8% was incorporated and provides a positive
business case. Sensitivities on the discount rate show the economic
viability is highly dependent on this attribute.
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MINERAL RESOURCE AND
MINERAL RESERVE STATEMENT
tharisa plc 2024 integrated annual report
114
tharisa plc 2024 integrated annual report
GOVERNANCE
Board of Directors
116
Corporate governance
120
King IVTM* application
134
Remuneration report
145
Directors’ report
154
Report of the Audit Committee
156
DELIVER
DEVELOP
DIVERSIFY
DISCOVER
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tharisa plc 2024 integrated annual report
BOARD OF DIRECTORS
Executive directors
Loucas Pouroulis (86)
Chairman
Appointed: 27 October 2010
Mining and Metallurgical Engineering (Hons)
(National Technical University, Athens, Greece)
Phoevos Pouroulis (50)
Chief Executive Officer (CEO)
Appointed: 27 October 2010
Bachelor of Science and Business
Administration (Boston University, USA)
Michael Jones (62)
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
Independent non-executive directors
Carol Bell (66)
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)
David Salter (66)
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)
Omar Kamal (52)
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)
For the Board’s full CVs, please refer to pages 118 and
119.
Find further information
on additional pages
116
tharisa plc 2024 integrated annual report
COMMITTEE KEY:
Audit Committee
Risk Committee
Nomination Committee
Remuneration Committee
Safety, Health, Environment and
Community Committee (by invitation)
Social and Ethics Committee
New Business Committee
Climate Change and Sustainability
Committee
●Chairman
●By invitation
Roger Davey (79)
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).
Shelley Wai Man Lo (49)
Non-executive director
Appointed: 10 February 2021
Bachelor of Economics
(University of Hong Kong)
Non-executive directors
Hao Chen (41)
Non-executive director
Appointed: 1 October 2023
Bachelor Micro-electronics
(Fudan University, Shanghai, China)
Independent non-executive directors
Gloria Zvaravanhu (45)
Independent non-executive director
Appointed: 21 February 2024
Bachelor of Accounting (B Acc) (Rhodes University,
South Africa); Master’s in Business Leadership (MBL)
(University of South Africa Graduate School);
Master’s Degree in Law (LLM) (University of Cumbria,
United Kingdom)
117
GOVERNANCE
tharisa plc 2024 integrated annual report
BOARD OF DIRECTORS CONTINUED
Executive directors
Loucas Pouroulis (86)
Chairman
Appointed: 27 October 2010
Mining and Metallurgical Engineering (Hons) (National Technical University, Athens, Greece)
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 (50)
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 and he has 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 (62)
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 is responsible for the overall
financial operation, funding and financial reporting management of the Group. Michael has
more than 13 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.
Non-executive directors
Shelley Wai Man Lo (49)
Non-executive director
Appointed: 10 February 2021
Bachelor of Economics (University of Hong Kong)
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 the Hong Kong and American Institutes
of Certified Public Accountants.
Hao Chen (41)
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 over 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
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 worked as an Experimental Technician
at the Shanghai Institute of Microsystem and Information Technology at the Chinese Academy
of Sciences until July 2006.
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tharisa plc 2024 integrated annual report
Independent non-executive directors
Carol Bell (66)
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
and currently serves on the Bonheur board in Norway. She is the first woman to join the board
of The Football Association of Wales and is a founder-director of Chapter Zero (a network for
non-executive directors to engage with climate risk) and the Senior Independent Director of
the National Physical Laboratory.
David Salter (66)
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.
Omar Kamal (52)
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 over 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 to digital innovation and
transformation. Omar is a member of the Young President Organisation and a Learning Chair of
the London Stars Chapter in the UK.
Roger Davey (79)
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 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.
Gloria Zvaravanhu (45)
Independent non-executive director
Appointed: 21 February 2024
Bachelor of Accounting (B Acc) (Rhodes University, South Africa); Master’s in Business
Leadership (MBL) (University of South Africa Graduate School); Master’s Degree in Law (LLM)
(University of Cumbria, United Kingdom). Member of both the Zimbabwean and South African
Institutes of Chartered Accountants.
Gloria Zvaravanhu has over 22 years’ experience and is currently the managing director
of a leading short-term insurance company in Zimbabwe. She has previously served as the
CEO of the Institute of Chartered Accountants of Zimbabwe. She also actively serves the
accounting profession as an advisory group member of the International Federation of
Accountants (IFAC). Her current non-executive directorships include Securico Security
Services Limited (Chairman of the board) and Karo Mining Holdings plc, a Tharisa Group
company (non-executive director and chairman of the Audit Committee).
119
GOVERNANCE
tharisa plc 2024 integrated annual report
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
South African Code of Corporate Practices and Conduct requirements
laid out in King IV. Tharisa is also listed on the London Stock Exchange
(LSE) (Depository Interests) and is subject to the LSE Listing Rules and
Disclosure and Transparency Rules applicable to an Equity Shares
(Transition) Category (ESTC) 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 ESTC 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. It 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 specific 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
UK Disclosure and Transparency Rules requirements are met under
corresponding national law. Nonetheless, the Company aims to apply
the relevant UK Disclosure and Transparency Rules applicable to the
Company when there may be a 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 134 to 143.
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, the Board considered and assessed David Salter
and Omar Kamal’s independence 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 Omar Kamal’s independence.
David Salter and Omar Kamal continue 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
Omar Kamal
Roger Davey
Gloria Zvaravanhu
Non-executive directors
Shelley Wai Man Lo
Hao Chen
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, with regard to the strategic direction of the Group.
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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 three female
directors represent 30% of the total number of directors and 43%
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 critical 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 its current
members 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.
Age (%)
● 41 to 50 years
● 51 to 60 years
● 61 to 70 years
● 71 to 80 years
● >80 years
2
2
3
2
1
Gender
Female 3
30%
Male 7
70%
Experience
Please note that some Board members have skills and
expertise in more than one area
Mining and metallurgy
Energy, oil and gas
Finance
Strategy and risk
Commodity markets
Information technology
5
1
5
6
3
1
● 41 to 50 years ● 51 to 60 years
● 61 to 70 years ● 71 to 80 years
● 81 to 90 years
4
1
1
1
3
Age
● 1 to 5 years ● 5 to 10 years
● > 10 years
3
4
3
Tenure
3
2
5
Independence
● Executive ● Non-executive directors
● Independent non-executive directors
2
1
2
3
1
1
Nationalities
● Cyprus ● South Africa
● People’s Republic of China ● United Kingdom
● Jordan ● Zimbabwe
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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 128.
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 of the qualifications,
experience and arm’s length relationship between the Company
Secretaries and the Board on an annual basis.
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
■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 management’s authority and accountability 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
■participating in the selection of Board members and overseeing
a formal succession plan for the Board and certain senior
management appointments
■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.
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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 a 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 usual 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 the performance of executive management with regard
to the progress made towards achieving the Company’s strategy
and objectives and, in doing so, playing an essential 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
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. The Company has adopted a formal policy
detailing the procedures for appointments to the Board.
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 always to conduct themselves professionally
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.
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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 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
have been serving for the longest time since their last election.
Retiring directors are eligible for re-election and, if so re-elected, are
deemed not to have vacated their office.
Gloria Zvaravanhu, having been appointed with effect
21 February 2024, will retire at the next AGM and will be eligible for
election. David Salter and Carol Bell will be retiring by rotation at the
upcoming AGM and have made themselves available for re-election.
A brief curriculum vitae of each director standing for election or
re-election appears on pages 118 and 119.
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 and re-election, the Board
recommends that Gloria Zvaravanhu be elected and that David Salter
and Carol Bell 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 five times during the
year under review. In addition, two informal meetings and mid-cycle
briefing calls were held during the period.
Key focus areas and decisions of the Board
during FY2024
In addition to the standard agenda items such as feedback by the
chairmen of the various Board committees on the critical 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 FY2024
■Approved the FY2023 annual financial results
■Approved the FY2023 annual report
■Proposed a final cash dividend of US 2.0 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
■Considered and agreed to recommend to shareholders the
appointment of BDO Limited Cyprus as external auditors of
the Group
Q2 FY2024
■Held the Company’s fourth virtual AGM
■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 the status of the Karo Platinum Project and its funding
requirements
■Considered and approved a US$5.0 million share repurchase
programme
Q3 FY2024
■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 internal South African issues related to the transport of
goods, crime and South Africa’s greylisting on the economy
■Considered and approved the Group’s interim financial results for
FY2024
■Declared an interim dividend of US1.5 cents per share
Q4 FY2024
■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 implementation of the Group’s Vision 2025 strategy
■Considered the Company’s production guidance for FY2025
■Interrogated and approved the FY2025 budget
■Considered the progress of the Karo Platinum Project and its
funding requirements
■Considered the top strategic risks facing the Group
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Key focus areas for FY2025
■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
Specific 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 invited and encouraged to join meetings of Board
committees of which they are not members. The various committees’ terms of reference comply with the provisions of the Company’s Articles of
Association and the JSE Listings Requirements. The terms of reference are reviewed regularly 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:
Chairman
Members
By standing invitation
Audit Committee
Gloria Zvaravanhu
David Salter
Carol Bell
Omar Kamal
Chief Finance Officer
Chief Executive Officer
Group Head of Internal Audit
Climate Change and Sustainability Committee
Carol Bell
Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
David Salter
Omar Kamal
Roger Davey
Gloria Zvaravanhu
Shelley Wai Man Lo
Hao Chen
Chief Operating Officer
Chief Technical Officer
Group ESG Manager
New Business Committee
Roger Davey
Loucas Pouroulis
Phoevos Pouroulis
Carol Bell
David Salter
Chief Finance Officer
Chief Operating Officer
Chief Technical Officer
Nomination Committee
Carol Bell
Phoevos Pouroulis
David Salter
Remuneration Committee
Carol Bell
David Salter
Roger Davey
Gloria Zvaravanhu
Chief Executive Officer
Chief Finance Officer
Risk Committee
David Salter
Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
Carol Bell
Omar Kamal
Roger Davey
Gloria Zvaravanhu
Shelley Wai Man Lo
Hao Chen
Chief Operating Officer
Chief Technical Officer
Group Head of Internal Audit
Group Head Legal Counsel
Safety, Health, Environment and Community
Committee
David Salter
Carol Bell
Roger Davey
Chief Executive Officer
Chief Operating Officer
Chief Technical Officer
Social and Ethics Committee
David Salter
Phoevos Pouroulis
Carol Bell
Omar Kamal
Gloria Zvaravanhu
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Audit Committee
The Audit Committee, which must comprise at least three
independent non-executive directors, is chaired by Gloria Zvaravanhu,
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
Committee, Safety, Health, Environment and Community Committee,
and Climate Change and Sustainability Committee 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 Committee, Safety,
Health, Environment and Community Committee and Climate
Change and Sustainability Committee, 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 156 and 157.
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 formally
four times and had two informal update calls 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. David Salter chairs the Risk Committee. Risk Committee
meetings are attended by the Chief Operating Officer (COO),
Chief Technical Officer (CTO), Group Head of Internal Audit and
Group Head Legal Counsel by invitation.
The Risk Committee oversees and assists the Board in risk
management and reviewing risks facing the Group. This includes
business technology security risks, cyber risks, and climate-related
risks.
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, an
independent non-executive director and Phoevos Pouroulis, the CEO.
Phoevos 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 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’s performance, undertaking
performance appraisals of the executive and non-executive directors,
evaluating the effectiveness of Board committees and making
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tharisa plc 2024 integrated annual report
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 the
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, Omar Kamal,
Carol Bell, Roger Davey and Gloria Zvaravanhu are independent.
Shelley Wai Man Lo and Hao Chen are not considered independent
due to their association with significant shareholders.
The Nomination Committee met formally twice 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, Roger Davey and Gloria Zvaravanhu. 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 during the previous financial year, through
benchmarking executive remuneration packages against an
appropriate peer group and the median of a mining industry group
developed by Korn Ferry, the committee is 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.
Safety, Health, Environment and Community
Committee
All members of the committee are independent non-executive
directors. The committee is chaired by David Salter and other
members are Carol Bell and Roger Davey. The CEO, COO and
CTO attend the meetings by invitation.
The Safety, Health, Environment and Community 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 Carol Bell, Omar Kamal, Gloria
Zvaravanhu 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 about 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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(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’s role was to investigate and assess new
projects and business opportunities, particularly from a strategic,
technical and operational point of view, and to identify project, safety,
health, environment and community-related risks. The committee was
not authorised to approve individual projects or investments, or to
commit on behalf of the Company, but worked with executive
management to review and evaluate new business opportunities and
initiatives. It then made recommendations to the Board for approval.
The committee had the right of access to management and/or external
consultants, and the right to seek additional information or explanations.
The committee was chaired by Roger Davey and other members were
David Salter, Carol Bell, Loucas Pouroulis and Phoevos Pouroulis. The
CFO, COO, and CTO attended meetings as invitees. All members of
the Board who were not committee members had a standing
invitation to attend meetings.
During the year under review, a decision was taken to dissolve the
New Business Committee and to table new business opportunities
directly to the Board to avoid repetition, optimise organisational
processes, streamline decision making and enhance efficiency,
without compromising the oversight of new initiatives.
The committee met formally once during the year under review.
Climate Change and Sustainability Committee
The Board established the Climate Change and Sustainability
Committee to delegate 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, Environment and Community 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 COO, CTO and the Group ESG
Manager attend the committee meetings by invitation.
The committee’s purpose is to provide stewardship and enhance the
Group’s and, particularly, 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 by developing and implementing a climate
change and sustainability policy and 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 to oversee 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.
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Attendance at meetings
Attendance at Board and committee meetings during the year under review is set out below:
Director
Board
Audit
Committee
Climate
Change and
Sustainability
Committee
New
Business
Committee
Nomination
Committee
Remune-
ration
Committee
Risk
Committee
SHEC
Committee
Social and
Ethics
Committee
Number of meetings held
5
4
4
1
2
2
2
4
1
Loucas Pouroulis
5
–
3
0≈
–
–
2
–
–
Phoevos Pouroulis
5
4
4
0≈
2
1#
2
4#
1
Michael Jones
5
4#
4
1#
–
1#
2
3#
–
David Salter
5
4
4
1
2
2
2
4
1
Antonios Djakouris1
1
1
1
1#
1
1
–
1
–
Omar Kamal
5
4
4
1#
–
–
2
3#
1
Carol Bell
4
4
4
1
2
2
2
4
1
Roger Davey
5
2#
4
1
–
2
2
4
1#
Shelley Wai Man Lo
4
3#
4
1#
–
–
2
3#
–
Hao Chen
4
–
3
–
–
–
1
–
–
Gloria Zvaravanhu2
5
3
3
–
–
1
2
3#
1
1 Retired 21 February 2024
2 Appointed 21 February 2024
# By invitation
≈ Recused
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 of the Group and is based in
South Africa. She holds Bachelor of Science and Bachelor of Law
degrees, 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 matter in which they may have a conflict of
interest. Non-executive directors are required to inform the Board of
any proposed new directorship and the Board reserves the right to
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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
to always 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 have
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.
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.
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
duties with due care during the period.
Information technology governance
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 to avoid or mitigate key IT-related business risks. The
Board has delegated responsibility for governing IT to the Audit
Committee. The Group’s internal auditors provide an assurance on
the IT systems and processes, and/or other professional consultants
if required, and findings are reported to the Audit Committee,
which ensures that all material findings are addressed appropriately.
The Group Chief Information Officer is responsible for the Group’s
strategy and implementation of IT and information systems across all
Group companies. 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 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.
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 128.
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 was based on
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
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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 continue to be accelerated
during FY2024, 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 54 to 97.
External audit
BDO Limited, incorporated in Cyprus, acts as an external auditor to
the Group, and the Audit Committee reviews its independence
annually. The appointment of the external auditor was approved at
the AGM on 21 February 2024. The external auditor has unrestricted
access to the chairman of the Audit Committee and the Lead
Independent Director.
Internal audit
Tharisa established an in-house internal audit function during
FY2021. The Group Head of Internal Audit is responsible for the
internal audit function for the Tharisa Group. He is a member of the
South African 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 Tharisa internal audit function aims 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.
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 the 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 employees of 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 unrestricted 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 is responsible for advising 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
■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 regarding 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
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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
efforts. 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 the 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 determining
facts revealed by the examination or in developing 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 oversees the independent anonymous
safety and ethics hotline administered by Whistle Blowers 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
■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.
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Human rights, modern slavery and human
trafficking
Tharisa acts ethically and with integrity in all business dealings and
has the necessary systems and controls 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 regarding 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 resolving 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 who are at the highest level of
management of the Group and/or individuals who 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 have 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 informed of the corporate timetable,
including dates for the AGMs, forms of proxy and relevant
shareholder information.
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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. If deemed necessary,
results and any identified training requirements are discussed with individual directors.
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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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
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.
3. Responsible corporate
citizenship
The governing body should ensure that
the organisation is, and is seen to be, a
responsible corporate citizen
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 promoting
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 Environment and Community,
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:
■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 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 Board established the Climate Change and Sustainability Committee during FY2021.The committee’s
purpose is to provide stewardship and enhance the Group 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 climate change and
sustainability theme.
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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
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
■ensuring that the Company has appropriate management structures and a management team to
effectively carry out the Company’s objectives, strategy and business plans.
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
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 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
■approval of annual financial statements, interim reports, and any ancillary documents related thereto.
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 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.
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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 both 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
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 three female directors represent 30% of
the total number of directors and 43% 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.
The Nomination Committee reviews and assesses the composition of the Board annually before
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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Governing structures and delegation continued
7. Composition of the governing
body continued
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
Succession planning
The Board, assisted by the Nomination Committee, oversees succession planning and ensures 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 role of the Executive Chairman and the CEO 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 of all
such disclosures is kept. 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 chairs the Nomination Committee and is a member of all other Board
committees. The Lead Independent Director 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 Lead Independent Director 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
usual channels.
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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
The Board is assisted in fulfilling its duties by well-structured committees, namely the Audit Committee,
Risk Committee, Remuneration Committee, Nomination Committee, Safety, Health, Environment and
Community Environment Committee, Social and Ethics 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 necessary 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 roles and responsibilities are set out in
the integrated annual report.
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 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 Lead Independent Director, 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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Governing structures and delegation continued
10. Appointment and delegation
to management
The governing body should ensure that
the appointment of, and delegation to,
management contributes 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, and management’s
authority and accountability 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 Committee and Climate Change
and Sustainability Committee, which comprise the whole Board and the Social and Ethics Committee and
Nomination Committee. He attends meetings of the Audit Committee, Remuneration Committee and
Safety, Health, Environment and Community Committee meetings as an invitee, if required.
The non-executive directors monitor and evaluate the CEO on achieving the approved targets and
objectives, and the Remuneration Committee considers the results of such evaluation to guide its
appraisal of the CEO’s performance and remuneration..
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 authority 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 authority matrices contribute 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 how 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.
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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 the 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 of designing, implementing, and monitoring Tharisa’s risk
management plan to 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 to avoid or mitigate key IT-related business risks. The Board has delegated responsibility for
governing 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 listing of its shares, through the settlement of
corresponding depositary interests, on the main market of the LSE in the Equity Shares (Transition)
category, 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 governing the declaration of interests, accepting and granting of gifts
and approved delegation of authority 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 an Lead Independent Director.
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Governance functional areas continued
14. Remuneration governance
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 does not apply to employees of third-party contractors. The Board determines
the non-executive directors’ fees.
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 manage operations and grow the business
effectively, creating a solid 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 fairly and equitably for their
performance, 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 annually. 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
the 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 the 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.
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
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 or 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.
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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 deal with stakeholder relationships proactively.
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 strive 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 ensure 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 regularly.
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 Committee,
Remuneration
Committee and Social and Ethics Committee and the designated partner responsible for the external
audit.
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MG reef mining
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REMUNERATION REPORT
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 provide an
appropriate compensation framework for our employees across
the Group. For the financial year beginning 1 October 2024, 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 its implementation.
At the AGM held on 21 February 2024, the resolutions to approve
the remuneration policy and the remuneration implementation report
were passed, with the resolution approving the remuneration policy
receiving 97.89% of the votes and the resolution approving the
remuneration implementation plan receiving 96.60% support. The
Remuneration Committee and the Board thank shareholders for this
strong level of support.
At the forthcoming AGM to be held on 19 February 2025,
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, Gloria Zvaravanhu,
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.
During FY2020, the committee engaged an independent consulting
firm, Korn Ferry, to assist with designing a new long-term incentive
schemes arrangement to support Tharisa’s strategic objective 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 engaged Korn Ferry to
assist the committee with the benchmarking of key executive base
salaries and the 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 base
salary level 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.
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 twice 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.
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REMUNERATION REPORT CONTINUED
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 solid 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 does not apply 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
performance levels 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 2024, some 72% of employees eligible to belong to
a union were unionised with 28% 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.
The 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 scheme arrangements, as set
out below.
While ensuring that the total remuneration of executive management
remains fair and reasonable in the context of achieving 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 annually. 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 must 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 dread disease cover. Various
other allowances are paid at certain job levels or to certain job
categories.
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 25% and 50% of the guaranteed annual remuneration
package for on-target performance.
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These bonuses are not guaranteed and 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 several
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 Run of Mine pad,
chrome feed grade and Platinum Group Metal (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 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 due to 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
performance factor applicable to executive management, which is
dependent on:
■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 that 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 of achieving maximum shareholder return.
Long-term incentives: Share Award Plan 2014
Up to FY2020, long-term incentives had been granted in terms of the
Share Award Plan 2014, approved by shareholders in 2014. The Share
Award Plan 2014 comprised Conditional Awards, representing
a specified number of shares in the Company and Appreciation
Rights, being 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.
Vesting of these awards, over three years and two years respectively,
were contingent on the achievement of performance conditions
determined by the Remuneration Committee.
Performance conditions attached to the vesting of the Conditional
Awards and Appreciation Rights awarded between 2014 and 2020
had been set out in previous reports.
The Share Award Plan 2014 made 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.
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 replaced the Share Award Plan 2014 following
shareholder approval at the AGM on 10 February 2021.
Under the LTIP 2021, awards of Performance Share Awards and
Restricted Stock Awards may be made, both representing 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 are at least three years from the date of grant.
Performance Share Awards are granted to executive directors and
other senior executives. Restricted Stock Awards are granted to
selected other employees at the committee’s discretion, typically with
a Patterson Grade E2 and above.
The number of awards and the performance conditions attached
thereto are 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 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 the Group strategy over the longer term. Awards
will also be reduced in the event of a fatality at the Tharisa Mine
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REMUNERATION REPORT CONTINUED
during the vesting period. A summary of the measures applied to the
awards made in December 2021, January 2023 and December 2023
are set out on pages 147 to 151.
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 broader circumstances.
Dividends are payable only on vested shares.
The LTIP 2021 provides for a post-vesting holding period to be applied
to awards at the committee’s discretion. 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 that 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 any individual
participant may hold, 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 schemes 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
of the long-term incentive schemes 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 2024 financial year unchanged, as follows:
US$
FY2024
FY2023
Annual fee
42 500
42 500
Committee chairman
25 000
25 000
Committee member
18 000
18 000
Remuneration implementation report
This remuneration implementation report explains the application
of the remuneration policy for the 2024 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 2023 of 4.5%. The executive
directors receive a US$-denominated guaranteed remuneration,
which was also adjusted by 4.5% with effect from 1 October 2023.
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 2023.
Short-term incentives
The committee reviewed the performance during the financial year
and it was agreed that the executive management met the criteria for
the short-term cash bonus scheme.
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 attached to awards granted under these two plans are set
out below.
Share Award Plan 2014
2014, 2015, 2016, 2017 and 2018 Awards
All tranches of the 2014, 2015, 2016, 2017 and 2018 Conditional
Awards and Appreciation Rights have vested. All unexercised
Appreciation Rights granted in 2014, 2015, 2016, 2017 and 2018
have lapsed and these awards are now closed.
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2019 Award
The sixth award under the Share Award Plan 2014 was made
on 30 June 2019, comprising both Conditional Awards and
Appreciation Rights, and all tranches of this award have 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 2019 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
third and final tranche of the 2020 Conditional Awards vested 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 plan’s rules. 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 2024,
the minimum PGM production guidance is 145.0 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 2024, the
minimum chrome concentrate production guidance is 1.7 Mt.
■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).
Application of the performance targets in respect of the second
measurement date, being 8 December 2023, resulted in an allocation
of 66.67% of the share award in respect of the second year. Due to
the fatality at the Tharisa Mine during October 2022 (Q1 FY2023),
the allocation was reduced by one-third, resulting in a second annual
measurement period allocation of 44.45% (of one-third of the
total award).
The final allocation in terms of the 2021 Award will be determined on
the third measurement and vesting date, being 8 December 2024.
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 plan’s rules. 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:
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■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 2024, the
minimum PGM production guidance is 145.0 koz.
■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 2024, the
minimum chrome concentrate production guidance is 1.7 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 CY2030
−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 Remuneration Committee has determined that the 2022
Performance Share Awards granted to executive directors and senior
management will not be subject to a post-vesting holding period of
two years.
At the first measurement date for the 2022 Award, being
16 January 2024, the first annual measurement period allocation was
calculated by reference to the performance targets and resulted in an
allocation of 80.0% 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 16 January 2026 and the
employee is required to be in good standing at this date and
throughout the period.
The 2022 Award still has two annual measurement periods
remaining and the final determination of the number of shares to
vest depends on the achievement of the performance metrics of
those years.
2023 Award
The third awards under the LTIP 2021 were made on
14 December 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
14 December 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 plan’s rules. The
vesting of this award on 14 December 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 FY2024 (one-third of the total 20%)
−second interim measurement based on performance against
guidance for FY2025 (one-third of the total 20%)
−third and final measurement based on performance against
guidance for FY2026 (one-third of the total 20%).
For the financial reporting period ending 30 September 2024, the
minimum PGM production guidance is 145.0 koz.
■20% vesting based on chrome concentrate production measured
against market guidance
−first interim measurement based on performance against
guidance for FY2024 (one-third of the total 20%)
−second interim measurement based on performance against
guidance for FY2025 (one-third of the total 20%)
−third and final measurement based on performance against
guidance for FY2026 (one-third of the total 20%).
150
tharisa plc 2024 integrated annual report
For the financial reporting period ending 30 September 2024, the
minimum chrome concentrate production guidance is 1.7 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 CY2030
−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 Remuneration Committee has determined that the 2023
Performance Share Awards granted to executive directors and senior
management will not be subject to a post-vesting holding period of
two years.
MetQ spiral manufacturing
151
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tharisa plc 2024 integrated annual report
REMUNERATION REPORT CONTINUED
Executive directors’ and other key management remuneration
Fixed remuneration
Variable remuneration
US$’000
Basic
salary
Expense
allowance
Provident
fund
and risk
benefits
Share-based
payments
Bonus
paid
Total
2024
Total
2023
L Pouroulis
808
–
–
–
186
994
1 159
P Pouroulis
580
6
51
–
165
802
946
MG Jones
450
–
34
–
117
601
723
Other key management
1 605
12
64
–
380
2 061
2 414
Non-executive directors’ fees for the year under review
US$’000
Annual
fee
Audit
Committee
New
Business
Committee
Remune-
ration
Committee
SHEC
Committee
Other
Group
companies
Total
2024
Total
2023
JD Salter
43
18
18
18
25
41
163
163
A Djakouris1
16
10
–
7
7
–
40
104
OM Kamal
43
18
–
–
–
–
61
60
C Bell
43
18
18
25
18
–
122
122
RO Davey
43
–
25
18
18
–
104
104
ZL Hong3
–
–
–
–
–
–
–
42
SWM Lo
43
–
–
–
–
–
43
42
H Chen4
43
–
–
–
–
–
43
–
G Zvaravanhu2
26
15
–
11
–
–
52
–
1 Retired 21 February 2024
2 Appointed 21 February 2024
3 ZL Hong – Resigned 30 September 2023
4 H Chen – Appointed 1 October 2023
Notes to committee fees
i.
The Risk Committee and Climate Change and Sustainability Committee comprise all members of the Board and do not carry a fee.
ii.
The Social and Ethics Committee does not carry a fee.
iii.
The Nomination Committee does not carry a fee.
Other disclosures
No payments were made in relation to loss of office during FY2024 nor were any payments made to any former directors.
152
tharisa plc 2024 integrated annual report
Executive directors’ interests in the Share Award Plan 2014
Conditional Awards
All Conditional Awards in terms of the Share Award Plan 2014 have vested.
Appreciation Rights
As at 30 September 2024
Director and offer date
Unvested
balance
Market
value at
date of
award
ZAR Allocated
Value
at date
of award
ZAR
Vested Exercised
Total
vested
but not
exercised Forfeited
Lapsed
Total
unvested
L Pouroulis
30 June 2019
20.08
–
–
–
–
217 015
–
–
–
Total
–
–
–
–
217 015
–
–
–
P Pouroulis
30 June 2019
20.08
–
–
–
–
239 706
–
–
–
Total
–
–
–
–
239 706
–
–
–
MG Jones
30 June 2019
20.08
–
–
–
–
130 773
–
–
–
Total
–
–
–
–
130 773
–
–
–
Performance Share Awards
Director and offer date
Opening
balance of
unvested
Market
value at
date of
award
ZAR
Allocated
Value at
the date
of award
ZAR
Vested
Vesting
price
ZAR
Forfeited
Total
unvested
Market
value of
unvested
awards#
US$’000
L Pouroulis
8 December 2021
667 902
21.53
–
–
–
–
197 877
470 025
490
16 January 2023
808 473
20.10
–
–
–
–
53 898
754 575
786
14 December 2023
–
–
–
–
–
–
–
–
Total
1 476 375
–
–
251 775
1 224 600
1 276
P Pouroulis
8 December 2021
686 150
21.53
–
–
–
–
203 283
482 867
503
16 January 2023
886 354
20.10
–
–
–
–
59 090
827 264
862
14 December 2023
–
727 859
14.56
–
–
–
–
–
Total
1 572 504
727 859
–
–
262 373
1 310 131
1 365
M Jones
8 December 2021
397 556
21.53
–
–
–
–
117 783
279 773
292
16 January 2023
483 377
20.10
–
–
–
–
32 225
451 152
470
14 December 2023
–
395 867 14.56
–
–
–
–
–
Total
880 933
395 867
–
–
150 008
730 925
762
# Market value based on closing share price of ZAR18.00 and ZAR/USD exchange rate of ZAR17.27 at 30 September 2024
153
GOVERNANCE
tharisa plc 2024 integrated annual report
DIRECTORS’ REPORT
The Board of Directors of Tharisa plc (the Company) presents to
the members its report, together with the consolidated financial
statements of the Company and its subsidiaries (together with the
Company, the Group) for the year ended 30 September 2024.
The Company is a Cypriot-incorporated public company with a
primary listing on the JSE under the general mining sector. It is also
listed on the LSE (Depository Interests) and is subject to the LSE Listing
Rules and Disclosure and Transparency Rules applicable to an Equity
Shares (Transition) Category (ESTC) listing.
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 76%
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 consolidated statement
of profit or loss and other comprehensive income on page 160 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 2.0 cents per share was proposed by the Board on
14 December 2023, approved by shareholders on 21 February 2024,
and paid on 13 March 2024.
The following dividends were declared in respect of the year ended
30 September 2024:
• The Board declared an interim ordinary dividend of US 1.5 cents
per share on 23 May 2024 and was paid on 26 June 2024.
• A final ordinary dividend of US 3.0 cents per share was proposed
by the Board on 28 November 2024 and is subject to shareholder
approval at the AGM.
The total dividend for FY2024 is therefore US 4.5 cents per share,
equating to 16.1% of consolidated net profit after tax
(2023: US 5.0 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 21 615 ordinary
shares from its treasury shares account in respect of Appreciation
Rights exercised by the participants of the Share Award Plan.
The Company also undertook a share repurchase programme during
the year and over the course of the Repurchase Programme, the
Company repurchased in aggregate 4 836 918 ordinary shares on the
Johannesburg and London stock exchanges for a total consideration
of approximately US$5.0 million. A total of 252 143 shares were
repurchased on the Johannesburg Stock Exchange at a volume
weighted average price of ZAR19.00 per share and 4 584 775 shares
on the London Stock Exchange at a volume weighted average price
of 79.98 pence per share.
At 30 September 2024, the Company had 302 596 743 ordinary
shares in issue, of which 7 392 352 ordinary shares are held in
treasury. The total number of voting rights in Tharisa is therefore
295 204 391.
Main risks
The main financial risks faced by the Group are disclosed on page 48
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 76%, with the
Leto Settlement holding 24%.
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.
154
tharisa plc 2024 integrated annual report
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
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 2024 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)
• John David Salter (Independent non-executive director)
• Omar Marwan Kamal (Independent non-executive director)
• Roger Owen Davey (Independent non-executive director)
• Gloria Evas Zvaravanhu (Independent non-executive director)
• Shelley Wai Man Lo (Non-executive director)
• Hao Chen (Non-executive director)
There has been no change in the allocation of responsibilities of the
Board of Directors of the Company between 30 September 2024 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
Events after the reporting period
Events after the reporting period are disclosed in page 192 of the
consolidated financial statements, which are available on the
Company’s website.
Independent auditor
BDO Limited Cyprus, with Terence Kiely being the designated
registered auditor, was appointed as the independent external
auditor of the Company and of the Group on 21 February 2024.
On behalf of the Board
Phoevos Pouroulis
Michael Jones
Cyprus
27 November 2024
155
GOVERNANCE
tharisa plc 2024 integrated annual report
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is pleased to present its report for the 2024 financial year.
Composition
All members of the committee are independent non-executive
directors. Antonios Djakouris chaired the committee until
his retirement at the 2024 Annual General Meeting held on
21 February 2024, when he handed over to Gloria Zvaravanhu.
Other committee members 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 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.
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 to execute its duties.
The chairman of the committee reports to the Board after each
meeting of the committee and the minutes of committee meetings
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. The external auditors
did not provide any non-audit services to the Group during the year
under review.
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 and
it is the recommendation of the committee that BDO Cyprus, and
Terry Kiely as the designated audit partner, be appointed as external
auditor at the Company’s AGM to be held on 19 February 2025.
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 FY2024, 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
in strengthening 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
156
tharisa plc 2024 integrated annual report
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.
Budget
The committee reviewed and recommended the FY2025 budget for
approval by the Board.
Dividend
The committee reviewed and recommended the interim and final
dividend proposals for approval by the Board.
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 FY2025. 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
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.
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, which 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 the
period October 2022 to September 2023, which outlined issues
identified by the JSE during its regular proactive monitoring of listed
companies’ financial statements for compliance with IFRS. The
management team ensured that appropriate action has been taken
with regard to these findings in preparing the Group annual financial
statements.
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 2024
• the integrated annual report for the year ended
30 September 2024 and
• the notice of the AGM to be held on 19 February 2025.
For more information on the composition and responsibilities of the
Audit Committee, please refer to page 126.
GE Zvaravanhu
Chairman of the Audit Committee
27 November 2024
157
GOVERNANCE
Koketso Madisha – Apprentice Fitter
tharisa plc 2024 integrated annual report
158
tharisa plc 2024 integrated annual report
FINANCIAL REVIEW
Consolidated financial statements
160
Notes to the consolidated financial statements
167
SHAREHOLDER INFORMATION
Investor relations report
194
Notice of annual general meeting
196
Form of proxy
205
Glossary
207
Corporate information
216
DELIVER
DEVELOP
DIVERSIFY
DISCOVER
159
tharisa plc 2024 integrated annual report
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
for the year ended 30 September 2024
Notes
2024
US$’000
2023
US$’000
Revenue
5
721 394
649 893
Cost of sales
6
(536 785)
(496 562)
Gross profit
184 609
153 331
Other income
986
2 372
Net foreign exchange gain/(loss)
533
(3 590)
Other operating expenses
7
(66 573)
(57 422)
Results from operating activities
119 555
94 691
Finance income
8 597
4 772
Finance costs
(11 878)
(7 101)
Changes in fair value of financial assets at fair value through profit or loss
21
848
5 151
Changes in fair value of financial liabilities at fair value through profit or loss
21
557
16 827
Profit before tax
117 679
114 340
Tax
8
(35 037)
(27 564)
Profit for the year
82 642
86 776
Other comprehensive income/(loss)
Items that may be classified subsequently to profit or loss:
Foreign currency translation differences for foreign operations
32 721
(12 831)
Other comprehensive income/(loss), net of tax
32 721
(12 831)
Total comprehensive income for the year
115 363
73 945
Profit/(loss) for the year attributable to:
Owners of the Company
82 895
82 235
Non-controlling interest
(253)
4 541
82 642
86 776
Total comprehensive income/(loss) for the year attributable to:
Owners of the Company
115 616
69 404
Non-controlling interest
(253)
4 541
115 363
73 945
Earnings per share
Basic earnings per share (US cents)
9
27.7
27.4
Diluted earnings per share (US cents)
9
27.0
27.2
The notes are an integral part of these consolidated financial statements.
160
tharisa plc 2024 integrated annual report
Notes
2024
US$’000
2023
US$’000
ASSETS
Non-current assets
Property, plant and equipment
10
784 638
609 694
Intangible assets
11
7 261
1 555
Financial assets
12
9 561
19 834
Deferred tax assets
2 369
1 709
Total non-current assets
803 829
632 792
Current assets
Inventories
13
82 354
90 080
Trade and other receivables
14
92 194
103 741
Contract assets
507
1 876
Financial assets
12
4 384
2 404
Current taxation
6 859
1 851
Cash and cash equivalents
15
217 675
255 300
Total current assets
403 973
455 252
Total assets
1 207 802
1 088 044
EQUITY AND LIABILITIES
Share capital and premium
16
346 314
346 296
Treasury shares
16
(5 004)
(3)
Other reserve
47 245
47 245
Foreign currency translation reserve
(172 629)
(205 350)
Retained earnings
506 333
427 686
Equity attributable to owners of the Company
722 259
615 874
Non-controlling interests
16
57 323
59 302
Total equity
779 582
675 176
Non-current liabilities
Provisions
17
23 362
19 335
Borrowings
18
50 366
76 385
Other financial liabilities
–
11
Deferred tax liabilities
134 692
110 045
Total non-current liabilities
208 420
205 776
Current liabilities
Provisions
17
56 827
47 715
Borrowings
18
55 817
63 271
Other financial liabilities
40
–
Current taxation
877
766
Trade and other payables
19
105 732
93 464
Contract liabilities
507
1 876
Total current liabilities
219 800
207 092
Total liabilities
428 220
412 868
Total equity and liabilities
1 207 802
1 088 044
The consolidated financial statements were authorised for issue by the Board of Directors on 27 November 2024.
Phoevos Pouroulis
Michael Jones
Director
Director
The notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
as at 30 September 2024
161
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CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
for the year ended 30 September 2024
Attributable to owners of the Company
Notes
Share
capital
US$’000
Share
premium
US$’000
Treasury
shares
US$’000
Balance at 1 October 2023
303
345 993
(3)
Total comprehensive income for the year
Profit/(loss) for the year
–
–
–
Other comprehensive income
Foreign currency translation differences
–
–
–
Total comprehensive income/(loss) for the year
–
–
–
Transactions with owners of the Company
Contributions by and distributions to owners
Dividends paid
26
–
–
–
Issue of ordinary shares
16
–
18
–
Ordinary shares repurchased
16
–
–
(5 001)
Increase in shareholding of subsidiaries – Karo Mining Holdings plc
16
–
–
–
Equity-settled share-based payments
16
–
–
–
Contributions by and distributions to owners of the Company
–
18
(5 001)
Total transactions with owners of the Company
–
18
(5 001)
Balance at 30 September 2024
303
346 011
(5 004)
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 consolidated financial statements.
162
tharisa plc 2024 integrated annual report
Other
reserve
US$’000
Foreign
currency
translation
reserve
US$’000
Retained
earnings
US$’000
Total
US$’000
Non-
controlling
interest
US$’000
Total
equity
US$’000
47 245
(205 350)
427 686
615 874
59 302
675 176
–
–
82 895
82 895
(253)
82 642
–
32 721
–
32 721
–
32 721
–
32 721
82 895
115 616
(253)
115 363
–
–
(10 480)
(10 480)
–
(10 480)
–
–
–
18
–
18
–
–
–
(5 001)
–
(5 001)
–
–
1 726
1 726
(1 726)
–
–
–
4 506
4 506
–
4 506
–
–
(4 248)
(9 231)
(1 726)
(10 957)
–
–
(4 248)
(9 231)
(1 726)
(10 957)
47 245
(172 629)
506 333
722 259
57 323
779 582
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tharisa plc 2024 integrated annual report
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY CONTINUED
for the year ended 30 September 2024
Attributable to owners of the Company
Notes
Share
capital
US$’000
Share
premium
US$’000
Treasury
shares
US$’000
Balance at 1 October 2022
303
345 597
(3)
Total comprehensive income for the year
Profit for the year
–
–
–
Other comprehensive loss
Foreign currency translation differences
–
–
–
Total comprehensive (loss)/income for the year
–
–
–
Transactions with owners of the Company
Contributions by and distributions to owners
Dividends paid
26
–
–
–
Issue of ordinary shares
16
–
396
–
Increase in shareholding of subsidiaries – Karo Mining Holdings plc
16
–
–
–
Equity-settled share-based payments
16
–
–
–
Contributions by and distributions to owners of the Company
–
396
–
Total transactions with owners of the Company
–
396
–
Balance at 30 September 2023
303
345 993
(3)
The notes are an integral part of these consolidated financial statements.
164
tharisa plc 2024 integrated annual report
Other
reserve
US$’000
Foreign
currency
translation
reserve
US$’000
Retained
earnings
US$’000
Total
US$’000
Non-
controlling
interest
US$’000
Total
equity
US$’000
47 245
(192 519)
358 403
559 026
61 355
620 381
–
–
82 235
82 235
4 541
86 776
–
(12 831)
–
(12 831)
–
(12 831)
–
(12 831)
82 235
69 404
4 541
73 945
–
–
(20 990)
(20 990)
–
(20 990)
–
–
–
396
–
396
–
–
6 594
6 594
(6 594)
–
–
–
1 444
1 444
–
1 444
–
–
(12 952)
(12 556)
(6 594)
(19 150)
–
–
(12 952)
(12 556)
(6 594)
(19 150)
47 245
(205 350)
427 686
615 874
59 302
675 176
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tharisa plc 2024 integrated annual report
CONSOLIDATED STATEMENT OF
CASH FLOWS
for the year ended 30 September 2024
Notes
2024
US$’000
2023
US$’000
Operating cash flows before changes in working capital
20
182 923
142 599
Changes in:
Inventories
12 191
(18 820)
Trade and other receivables and contract assets
18 766
39 583
Trade and other payables and contract liabilities
9 819
744
Provisions
4 456
6 923
228 155
171 029
Income tax paid
(23 616)
(29 985)
Tax refunds received
10
7 225
Net cash flows generated from operating activities
204 549
148 269
Cash flows from investing activities
Interest received
8 020
4 340
Additions to property, plant and equipment
10
(194 996)
(69 884)
Additions to intangible assets
11
(5 645)
(649)
Proceeds from disposal of property, plant and equipment
10
1 930
129
Additions to financial assets
12
(194)
–
Net cash flows used in investing activities*
(190 885)
(66 064)
Cash flows from financing activities
Bank credit facilities advances
18
53 832
5 890
Repayment of bank credit facilities
18
(33 126)
(29 689)
Advances received from borrowings excluding credit facilities
18
27 355
180 082
Repayment of borrowings excluding credit facilities
18
(81 687)
(77 422)
Principal lease payments
18
(2 126)
(2 500)
Deposit of restricted bank deposit*
12
–
(14 268)
Refund of restricted bank deposit
12
7 748
–
Ordinary shares repurchased
16
(5 001)
–
Dividends paid
26
(10 480)
(20 990)
Interest paid
(11 771)
(6 357)
Net cash flows (used in)/generated from financing activities*
(55 256)
34 746
Net (decrease)/increase in cash and cash equivalents
(41 592)
116 951
Cash and cash equivalents at the beginning of the year
255 300
143 300
Effect of exchange rate fluctuations on cash held
3 967
(4 951)
Cash and cash equivalents at the end of the year
15
217 675
255 300
* The increase in restricted bank deposit was previously presented as part of investing activities. Since the restricted bank deposit is directly attributable to the
commodity off-take financing included in borrowings (refer to notes 12 and 18), the Group believes that the restricted bank deposit should have been presented as
part of financing activities. At 30 September 2023, the increase in restricted bank deposit was reclassified to financing activities. The reclassification had no impact on
the earnings of the Group at 30 September 2023.
The notes are an integral part of these consolidated financial statements.
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1.
REPORTING ENTITY
Tharisa plc (the Company) is a company domiciled in Cyprus. These consolidated financial statements of the Company for the year
ended 30 September 2024 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 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 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 2023. These consolidated financial statements do not include all the information required for full consolidated financial
statements prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended
30 September 2024, which have been prepared in accordance with IFRS Accounting Standards as issued by the IASB.
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 material differences in the two sets of consolidated financial statements.
These consolidated financial statements were approved by the Board of Directors on 27 November 2024.
Basis of measurement
The consolidated financial statements are prepared on the historical cost basis, except for certain financial instruments that are stated at
fair value (note 21).
Material accounting policies
The material accounting have consistently been applied to all years presented.
The accounting policies adopted in the preparation of these consolidated financial statements are consistent with those applied in the
preparation of the Group’s consolidated financial statements for the year ended 30 September 2024.
Functional and presentation currency
The consolidated financial statements are presented in United States dollar (US$) which is the Company’s functional currency and
presentation currency. Amounts are rounded to the nearest thousand. The functional currency of the Company’s South African
subsidiaries is the South African rand (ZAR). The following US$: ZAR exchange rates were used in preparing the consolidated financial
statements:
• Closing rate: ZAR17.27 (2023: ZAR18.91)
• Average rate: ZAR18.53 (2023: ZAR18.18)
Going concern
These consolidated financial statements have been prepared on a going concern basis.
2.2
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 2024:
• 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
• International Tax Reform – Pillar Two Model Rules - Amendments to IAS 12
The adoption of these amendments had no impact on the Group’s results for the year ended 30 September 2024. The adoption of all
other standards, amendments or interpretations had no impact on the results for the year ended 30 September 2024.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
for the year ended 30 September 2024
167
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tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
2.3
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
• Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
• Disclosures: Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
• Lack of Exchangeability - Amendment to IAS 21
• Presentation and Disclosure in Financial Statements – IFRS 18
• Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
• Annual Improvements to IFRS Accounting Standards—Volume 11
3.
USE OF JUDGEMENTS AND ESTIMATES
Preparing the 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 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 2024. These consolidated financial statements should be read in conjunction with the consolidated financial
statements for the year ended 30 September 2024 which contain detail of significant judgements and estimates. Management considers
the following judgement and estimates to be the most significant:
Note 8 – Tax: Corporate income tax rate applicable to Zimbabwean subsidiaries and transfer pricing
Note 10 – Property, plant and equipment: Impairment of assets
Note 17 – Provisions: Provision for rehabilitation and provision for disputed mining royalty
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 in order to assist them in making decisions regarding resource
allocation as well as enabling them to evaluate performance. At 30 September 2024 the Group had 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 segmental
information.
168
tharisa plc 2024 integrated annual report
4.
OPERATING SEGMENTS continued
PGM
US$’000
Chrome
US$’000
Agency and
trading
US$’000
Manufacturing
US$’000
Total
US$’000
2024
Revenue
154 541
491 274
68 535
7 044
721 394
Cost of sales
Manufacturing costs
(110 808)
(225 736)
(44 696)
(4 575)
(385 815)
Selling costs
(554)
(96 155)
(11 521)
–
(108 230)
Freight services
–
(36 395)
(6 345)
–
(42 740)
(111 362)
(358 286)
(62 562)
(4 575)
(536 785)
Gross profit
43 179
132 988
5 973
2 469
184 609
2023
Revenue
198 498
389 972
55 961
5 462
649 893
Cost of sales
Manufacturing costs
(153 267)
(176 903)
(37 275)
(4 372)
(371 817)
Selling costs
(550)
(78 713)
(9 002)
–
(88 265)
Freight services
–
(32 133)
(4 347)
–
(36 480)
(153 817)
(287 749)
(50 624)
(4 372)
(496 562)
Gross profit
44 681
102 223
5 337
1 090
153 331
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 2024, 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 32.0% for PGM concentrate and 68.0% for chrome concentrates. The allocation basis of
shared costs was 45.0% (PGM concentrates) and 55.0% (chrome concentrate) for the year ended 30 September 2023.
Cost of sales includes a charge for the write off of property, plant and equipment totalling US$1.9 million (2023: US$3.2 million) which
mainly relates to mining equipment. The write off has been allocated to the PGM and chrome segments in accordance with the allocation
basis of shared costs as described in the preceding paragraph. Refer to the consolidated statement of profit or loss for a reconciliation
between the gross profit and net profit after tax.
Geographical information
The following table sets out information about the geographical location of:
(i)
the Group’s revenue from external customers and
(ii) the Group’s property, plant and equipment and intangible assets (“specified non-current assets”).
The geographical location analysis of revenue from external customers is based on the country of establishment of each customer. The
geographical location of the specified non-current assets is based on the physical location of the asset in the case of property, plant and
equipment and intellectual property and the location of the operation to which they are allocated in the case of goodwill.
169
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FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
4.
OPERATING SEGMENTS continued
(i) Revenue from external customers
PGM
US$’000
Chrome
US$’000
Agency and
trading
US$’000
Manufacturing
US$’000
Total
US$’000
2024
South Africa
154 541
63 892
2 752
7 022
228 207
China
–
237 107
54 881
–
291 988
Singapore
–
147 207
–
–
147 207
Hong Kong
–
17 245
10 902
–
28 147
United Arab Emirates
–
25 823
–
–
25 823
Other countries
–
–
–
22
22
154 541
491 274
68 535
7 044
721 394
2023
South Africa
198 498
47 365
3 686
5 081
254 630
China
–
170 659
52 275
–
222 934
Singapore
–
133 103
–
–
133 103
Hong Kong
–
17 313
–
–
17 313
Australia
–
5 381
–
–
5 381
United Arab Emirates
–
16 029
–
–
16 029
Japan
–
122
–
–
122
Other countries
–
–
–
381
381
198 498
389 972
55 961
5 462
649 893
Revenue represents the sales value of goods supplied to customers, net of value added tax (VAT). The following table summarises sales to
customers with whom transactions have individually exceeded 5.0% (2023: 5.0%) of the Group’s revenues.
2024
Segment
US$’000
2023
Segment
US$’000
Customer 1
Chrome
147 207
PGM
128 131
Customer 2
PGM and agency
and trading
108 789
Chrome
118 978
Customer 3
Chrome and agency
and trading
60 314
Chrome and agency
and trading
51 187
Customer 4
Chrome
59 945
Chrome and agency
and trading
48 854
Customer 5
Chrome and agency
and trading
58 292
PGM
41 543
Customer 6
PGM
47 158
Chrome and agency
and trading
39 100
Customer 7
Chrome and agency
and trading
45 576
–
–
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
170
tharisa plc 2024 integrated annual report
4.
OPERATING SEGMENTS continued
(ii) Specified non-current assets
2024
US$’000
2023
US$’000
South Africa
437 997
346 389
Zimbabwe
345 724
263 656
Cyprus
8 178
1 204
791 899
611 249
Non-current assets comprises property, plant and equipment and intangible assets.
5.
REVENUE
PGM
US$’000
Chrome
US$’000
Agency and
trading
US$’000
Manufacturing
US$’000
Total
US$’000
2024
Revenue recognised at a point in time
Variable revenue based on initial results
156 699
394 305
61 983
–
612 987
Quality and quantity adjustments
(633)
(3 318)
(1 104)
–
(5 055)
Revenue based on fixed selling prices
–
63 892
1 311
7 044
72 247
Revenue recognised over time
Freight services
–
36 395
6 345
–
42 740
Revenue from contracts with customers
156 066
491 274
68 535
7 044
722 919
Fair value adjustments
(1 525)
–
–
–
(1 525)
Total revenue
154 541
491 274
68 535
7 044
721 394
2023
Revenue recognised at a point in time
Variable revenue based on initial results
218 843
313 648
49 737
–
582 228
Quality and quantity adjustments
(5 289)
(3 174)
(100)
–
(8 563)
Revenue based on fixed selling prices
–
47 365
1 977
5 462
54 804
Revenue recognised over time
Freight services
–
32 133
4 347
–
36 480
Revenue from contracts with customers
213 554
389 972
55 961
5 462
664 949
Fair value adjustments
(15 056)
–
–
–
(15 056)
Total revenue
198 498
389 972
55 961
5 462
649 893
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tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
6.
COST OF SALES
Mining
US$’000
Processing
US$’000
Manufacturing
US$’000
Total
US$’000
2024
Drill and blast
20 847
–
–
20 847
Load and haul
26 557
–
–
26 557
Diesel
21 496
1 000
–
22 496
Maintenance
19 584
1 257
–
20 841
Salaries and wages
12 255
15 183
985
28 423
Bonuses
1 103
1 849
70
3 022
Provident fund contributions
2 285
2 727
132
5 144
Mining contractor*
34 543
–
–
34 543
Depreciation
37 322
13 851
162
51 335
Cost of commodities**
55 390
38 207
–
93 597
Write off of property, plant and equipment
1 753
174
–
1 927
Utilities
758
19 476
171
20 405
Materials and consumables
–
26 500
3 212
29 712
Overheads
1 158
1 031
427
2 616
Contractor and equipment hire
–
6 192
26
6 218
235 051
127 447
5 185
367 683
State royalties
8 499
Change in inventories – finished products and ore stockpile
9 633
Selling costs
108 231
Freight services
42 739
Cost of sales
536 785
Mining
US$’000
Processing
US$’000
Manufacturing
US$’000
Total
US$’000
2023
Drill and blast
31 097
–
–
31 097
Load and haul
29 614
–
–
29 614
Diesel
43 122
1 562
–
44 684
Maintenance
29 871
4 319
–
34 190
Salaries and wages
33 686
16 040
1 269
50 995
Provident fund contributions
2 145
2 474
129
4 748
Mining contractor*
1 797
–
–
1 797
Depreciation
27 422
9 487
116
37 025
Cost of commodities**
56 766
28 688
–
85 454
Write off of property, plant and equipment
3 208
–
–
3 208
Utilities
910
16 732
82
17 724
Materials and consumables
–
26 409
2 380
28 789
Overheads
797
2 606
396
3 799
Contractor and equipment hire
–
5 483
–
5 483
260 435
113 800
4 372
378 607
State royalties
9 714
Change in inventories – finished products and ore stockpile
(16 504)
Selling costs
88 265
Freight services
36 480
Cost of sales
496 562
* Tharisa Minerals Proprietary Limited appointed a contractor to assist with waste removal to ensure sustainable access to the required reef horizons.
** Due to certain limitations on mining activities, Tharisa Minerals Proprietary Limited purchased ROM ore to maintain optimal plant throughput.
172
tharisa plc 2024 integrated annual report
7.
OTHER OPERATING EXPENSES
2024
US$’000
2023
US$’000
Directors and staff costs
Non-executive directors
627
637
Employees: salaries
21 737
19 889
bonuses
3 288
2 920
provident fund, medical aid and other contributions
2 686
2 690
28 338
26 136
Fees paid to external auditors – external audit services
889
765
Fees paid to external auditors – tax compliance services
–
5
Bank charges and related fees
474
732
Consulting and business development cost
5 098
5 249
Consumables and repairs and maintenance
2 177
1 751
Corporate and social investment
609
480
Depreciation of property, plant and equipment
3 383
2 214
Amortisation of intangible assets
4
2
Equity-settled share-based payment expense
4 388
1 999
Expected credit loss allowance
61
–
Health and safety
2 352
2 277
Insurance
3 460
3 088
Legal and professional
1 225
563
Listing fees and investor relations
439
455
Office administration, rent and utilities
2 324
2 046
Research and development
1 028
1 247
Security
1 738
1 406
Telecommunications and IT related
6 550
5 245
Training
879
514
Travelling and accommodation
769
590
Write offs of property, plant and equipment
13
246
Sundry
375
412
66 573
57 422
8.
TAX
2024
US$’000
2023
US$’000
Corporate income tax
Cyprus – current year
3 956
3 760
Cyprus – prior year under provision
1
–
South Africa – current year
14 608
21 552
South Africa – prior year (over)/under provision
(124)
739
18 441
26 051
Deferred tax: originating and reversal of temporary differences
15 693
609
Deferred tax – prior year under provision
156
128
15 849
737
Special contribution for defence in Cyprus
227
118
Dividend withholding tax
520
658
Tax charge
35 037
27 564
173
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
8.
TAX continued
Cypriot income tax rate
South African income tax rate
2024
US$’000
2023
US$’000
2024
US$’000
2023
US$’000
Reconciliation between tax charge and accounting
profit at applicable tax rates:
Profit before tax
117 679
114 340
117 679
114 340
Notional tax on profit before tax, calculated at the Cypriot/
South African income tax rate of 12.5%/27.0% (2023:
12.5%/27.0%)*
14 710
14 293
31 773
30 872
Tax effects of:
Different tax rates from the standard Cypriot/South African
income tax rate
16 209
12 455
(5 631)
(5 069)
Tax exempt income
Fair value adjustments
(1)
(1 887)
(3)
(4 076)
Interest received
(432)
(223)
(934)
(481)
Currency gains
(73)
(800)
(157)
(1 727)
Assessed losses utilised
(14)
–
(29)
–
Other
(6)
(6)
(14)
(12)
Non-deductible expenses
Investment related expenses
726
574
1 569
1 239
Interest paid
273
115
589
248
Currency losses
18
789
38
1 704
Capital expenses
874
506
1 889
1 093
Other
10
–
24
–
Special contribution for defence in Cyprus
190
118
410
256
Dividend withholding tax – current year preference dividends
520
658
1 123
1 420
Dividend withholding tax – accrued dividends
45
42
97
90
Deferred tax – unremitted distributable reserves of foreign
subsidiaries
1 473
620
3 182
1 339
Prior year under provision of current income tax
99
58
214
124
Deferred tax not raised: assessed losses
224
30
483
64
Recognition of deemed interest income for tax purposes
192
222
414
480
Tax charge
35 037
27 564
35 037
27 564
* These adjustments are tax effected at 12.5% (Cyprus) compared to 27.0% (South Africa) and therefore result in different amounts adjusted.
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%.
In terms of the Double Taxation Agreement between Cyprus and South Africa, dividend withholding tax at a rate of 5.0% (2023: 5.0%) is
charged on dividends declared by the Company’s South African subsidiaries. The Group’s consolidated effective tax rate for the year ended
30 September 2024 was 29.8% (2023: 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 2024, the Group had unutilised tax losses of US$170.0 million
(2023: US$71.5 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.
Transfer pricing
During the year ended 30 September 2024, the Group received an audit finalisation letter from the South African Revenue Service (SARS)
for Tharisa Minerals Proprietary Limited’s (Tharisa Minerals) 2018 and 2019 years of assessments, adjusting the margins charged by Tharisa
Minerals on its cross-border transactions with Arxo Resources Limited. SARS contends that the taxable income of Tharisa Minerals for
these years has been understated which resulted in reduced income tax paid to SARS. SARS has assessed Tharisa Minerals for additional
income tax, penalties and a deemed dividend tax totalling US$12.3 million (ZAR233.0 million). The Group has requested a suspension of
payment and is in the process of filing its objection against the assessment, however, there is uncertainty on the outcome of the objection
process which could lead to a possible outflow of resources. The Group believes that its objection to the SARS assessment will be
successful. Accordingly, the estimate of the contingent amount payable has not been provided for.
174
tharisa plc 2024 integrated annual report
8.
TAX continued
Judgement and estimates: Zimbabwean tax rate
Karo Platinum (Private) Limited (Karo Platinum), Karo Zimbabwe Holdings (Private) Limited (Karo Zimbabwe) and Salene Chrome
Zimbabwe (Private) Limited (Salene) 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, Karo Platinum and Salene have applied the SEZ corporate tax rate of 15.0%.
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. Allocated unvested Conditional Awards (LTIP),
granted to employees at no cost in terms of the LTIP 2021 Award (first, second and third measurement periods), LTIP 2022 Award (first and
second measurement periods) and the LTIP 2023 Award (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 share price at 30
September were excluded from the calculation of diluted weighted average number of issued ordinary shares because its effect would be
anti-dilutive.
2024
2023
Basic and diluted earnings per share
Profit for the year attributable to ordinary shareholders (US$’000)
82 895
82 235
Weighted average number of issued ordinary shares for basic and headline earnings per share (‘000)
299 072
299 816
Dilutive impact of LTIP (‘000)
8 419
2 896
Weighted average number of issued ordinary shares for diluted basic and diluted headline earnings
per share (‘000)
307 491
302 712
Earnings per share
Basic (US$ cents)
27.7
27.4
Diluted (US$ cents)
27.0
27.2
Headline and diluted headline earnings per share
Headline earnings for the year attributable to ordinary shareholders (US$’000)
84 104
84 811
Headline earnings per share (US$ cents)
28.1
28.3
Diluted headline earnings per share (US$ cents)
27.4
28.0
Reconciliation of profit to headline earnings
2024
2023
Gross
US$’000
Net
US$’000
Gross
US$’000
Net
US$’000
Profit attributable to ordinary shareholders
82 895
82 235
Adjustments:
Write off of property, plant and equipment
1 942
1 418
3 454
2 590
Insurance proceeds received
(229)
(167)
–
–
Profit on disposal of property, plant and equipment
(57)
(42)
(18)
(14)
Headline earnings
84 104
84 811
175
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
10.
PROPERTY, PLANT AND EQUIPMENT
30 September 2024
Freehold land
and buildings
US$’000
Mineral
rights
US$’000
Mining
assets and
infrastructure
US$’000
Mining fleet
US$’000
Cost
Balance at 30 September 2023
24 646
201 750
432 803
126 793
Additions
2 811
–
164 005
24 206
Borrowing costs
–
–
2 592
–
Lease agreements entered into
–
–
–
–
Disposals
–
–
(12)
(3 324)
Re-measurement
–
–
–
–
Write offs
(231)
–
(2 298)
(9 550)
Transfers
(4)
–
(70)
1 559
Exchange differences on translation
2 388
–
40 561
13 005
Balance at 30 September 2024
29 610
201 750
637 581
152 689
Accumulated depreciation and impairment
Balance at 30 September 2023
1 989
–
121 393
59 322
Depreciation charge for the year
409
–
30 127
21 205
Disposals
–
–
(6)
(1 466)
Write offs
(62)
–
(2 298)
(8 082)
Transfers
–
–
–
1 559
Exchange differences on translation
170
–
12 681
6 610
Balance at 30 September 2024
2 506
–
161 897
79 148
Freehold land and buildings comprise 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$65.8 million (2023:
US$4.4 million).
The estimated economically recoverable Proved and Probable Mineral Reserve of Tharisa Minerals Proprietary Limited was reassessed
during October 2023 which gave rise to a change in accounting estimate. The remaining reserve that management had previously assessed
was 107.2 Mt (during October 2022). During October 2023, the remaining reserve was assessed to be 85.1 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$0.1 million. The change in estimate was
recognised prospectively.
Included in mining assets and infrastructure are projects under construction of US$168.6 million (2023: US$68.0 million).
176
tharisa plc 2024 integrated annual report
Right-of-use
asset:
mining fleet
US$’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
Total
US$’000
5 477
5 257
5 619
1 422
1 587
805 354
–
262
1 815
185
–
193 284
–
–
–
–
–
2 592
–
–
–
–
544
544
–
(47)
–
–
–
(3 383)
(35)
–
–
–
(3)
(38)
(131)
(60)
(493)
(252)
–
(13 015)
(1 559)
–
58
16
–
–
396
193
573
81
359
57 556
4 148
5 605
7 572
1 452
2 487
1 042 894
4 799
1 645
4 705
683
1 124
195 660
389
866
1 148
193
385
54 722
–
(38)
–
–
–
(1 510)
(76)
(34)
(397)
(126)
–
(11 075)
(1 559)
–
–
–
–
–
376
2
450
40
130
20 459
3 929
2 441
5 906
790
1 639
258 256
177
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
10.
PROPERTY, PLANT AND EQUIPMENT continued
30 September 2023
Freehold land
and buildings
US$’000
Mineral
rights
US$’000
Mining
assets and
infrastructure
US$’000
Mining fleet
US$’000
Cost
Balance at 30 September 2022
23 200
201 750
387 329
111 271
Additions
2 529
–
60 979
27 292
Borrowing costs
–
1 880
–
Lease agreements entered into
–
–
–
–
Disposals
–
–
(147)
–
Re-measurement
–
–
–
–
Write offs
(6)
–
(631)
(7 733)
Transfers
–
–
(168)
1 746
Exchange differences on translation
(1 077)
–
(16 439)
(5 783)
Balance at 30 September 2023
24 646
201 750
432 803
126 793
Accumulated depreciation and impairment
Balance at 30 September 2022
1 353
–
110 490
47 815
Depreciation charge for the year
706
–
16 439
18 819
Disposals
–
–
(55)
–
Write offs
(2)
–
(385)
(4 633)
Transfers
–
85
–
Exchange differences on translation
(68)
–
(5 181)
(2 679)
Balance at 30 September 2023
1 989
–
121 393
59 322
2024
US$’000
2023
US$’000
Net book value
Freehold land and buildings
27 104
22 657
Mineral right
201 750
201 750
Mining assets and infrastructure
475 684
311 410
Mining fleet
73 541
67 471
Right-of-use mining fleet
219
678
Motor vehicles
3 164
3 612
Computer equipment and software
1 666
914
Office equipment and furniture, community and site office improvements
662
739
Right-of-use buildings and premises
848
463
784 638
609 694
At 30 September 2024, trade and other payables include US$24.0 million (2023: US$25.3 million) owing to vendors providing capital
goods and services to the Group.
Borrowing costs relating to the Karo Platinum Project of US$2.6 million were capitalised during the year ended 30 September 2024
(2023: US$1.9 million). A capitalisation rate of 9.5% (2023: 9.5%) was used which is equal to the coupon of the bond listed on the
Victoria Falls Stock Exchange (note 18). The bond was issued specific for the construction of the Karo Platinum Project in Zimbabwe.
Capital commitments
At 30 September 2024, the Group’s capital commitments for contracts to purchase property, plant and equipment amounted to
US$46.9 million (2023: US$157.7 million).
Securities
At 30 September 2024 and 30 September 2023, US$23.2 million (2023: US$30.9 million) of the Group’s mining fleet was pledged as
security against the asset backed facilities (refer to note 18).
178
tharisa plc 2024 integrated annual report
Right-of-use
asset:
mining fleet
US$’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
Total
US$’000
6 456
2 989
4 197
1 332
1 733
740 257
–
2 387
1 625
147
–
94 959
–
–
–
–
–
1 880
–
–
–
–
211
211
–
(36)
(5)
–
–
(188)
1 364
–
–
–
62
1 426
(338)
(16)
(58)
(3)
(348)
(9 133)
(1 746)
84
86
(2)
–
–
(259)
(151)
(226)
(52)
(71)
(24 058)
5 477
5 257
5 619
1 422
1 587
805 354
4 210
1 022
3 994
582
1 211
170 677
1 044
796
963
162
310
39 239
–
(19)
(4)
–
–
(78)
(236)
(16)
(58)
(3)
(346)
(5 679)
–
(81)
(1)
(3)
–
–
(219)
(57)
(189)
(55)
(51)
(8 499)
4 799
1 645
4 705
683
1 124
195 660
Write offs
During the year ended 30 September 2024, the Group scrapped individual assets with net book values totalling US$1.9 million
(2023: US$3.2 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 premature 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.
Impairment of assets
At 30 September 2024, the operational environment and circumstances of Salene Chrome Zimbabwe (Private) Limited (Salene) have
not improved and the operations remain on care and maintenance. The Group believes that due to a prolonged delay in start-up, an
impairment indicator was still present at 30 September 2024. The carrying value of the Salene CGU of US$2.3 million was tested for
impairment by determining the value in use and the fair value less cost to sell. The Group believes that no additional impairment is required
at 30 September 2024 as the fair value less cost to sell of US$2.3 million exceeds the value in use and supports the recoverability of the
Salene CGU.
At 30 September 2024, operations at Skyler Storm (Private) Limited (Skyler) have not commenced and remained on care and maintenance.
The Group believes that due to a prolonged delay in start-up, an impairment indicator was still present at 30 September 2024. The
carrying value of the Skyler CGU had no value a 30 September 2024 and hence no impairment is required.
Karo Platinum Project
During the year ended 30 September 2024, development of the Karo Platinum Project was slowed down due to a delay in funding
workstreams as a consequence of PGM market conditions together with a delay in the fiscal regime discussions with the Zimbabwean
Government necessary for a Tier 1 project. The Group believes that due to the slow down, an impairment indicator is present at
30 September 2024. The carrying value of the Karo Platinum Project CGU of US$317.3 million was tested for impairment by determining
the value in use. The Group performed a value in use calculation on a Karo Platinum CGU level by using a discounted cash flow forecast
covering a period of 10 years which represents the life of the open cast mine, a PGM basket price of US$1 855 and a pre-tax weighted
average cost of capital of 13.2%. The Group believes that the recoverable value of the CGU exceeds the carrying value of US$317.3 million.
Consequently the Group believes that no impairment is required at 30 September 2024 as the value in use exceeds the carrying value and
supports the recoverability of the Karo Platinum Project CGU. The Group is in possession of term sheets received from financiers and is
currently assessing these while smaller work packages at the Karo Platinum Project are being completed.
179
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
11.
INTANGIBLE ASSETS
2024
2023
Goodwill
US$’000
Intellectual
property
US$’000
Total
US$’000
Goodwill
US$’000
Intellectual
property
US$’000
Total
US$’000
Cost
Balance at 1 October
2 579
956
3 535
2 634
311
2 945
Additions
–
5 645
5 645
–
649
649
Effect of movement in
exchange rates
113
9
122
(55)
(4)
(59)
Balance at 30 September
2 692
6 610
9 302
2 579
956
3 535
Accumulated amortisation
and impairment losses
Balance at 1 October
1 978
2
1 980
2 005
–
2 005
Amortisation for the year
–
4
4
–
2
2
Effect of movement in
exchange rates
56
1
57
(27)
–
(27)
Balance at 30 September
2 034
7
2 041
1 978
2
1 980
Carrying amount
658
6 603
7 261
601
954
1 555
Intellectual property
The Group acquired certain intellectual property associated with the development and commercialisation of an electrical energy storage
device suitable for large-scale static applications and ultimately suitable for large-scale usage of chrome concentrates. The Group believes
that potential cash inflows resulting from the application of the intellectual property to the Group’s existing operational processes and
products will exceed the carrying value and hence no impairment was recognised. At 30 September 2024 and 30 September 2023, the
Group continued to assess that the majority of the intellectual property has an indefinite useful life.
During the year ended 30 September 2024, the Group acquired certain intellectual property associated with the PGM beneficiation
process, specifically suitable for the PGM concentrate produced by the Group. The Group believes that applying the intellectual property
to the PGM refining process will result in numerous enhancements compared to the conventional PGM refining process. At 30 September
2024, the intellectual property was not available yet for its intended use, hence no amortisation has been recognised.
12.
FINANCIAL ASSETS
Fair value
hierarchy
2024
US$’000
2023
US$’000
Non-current assets
Financial assets
Investments in money markets, current accounts, cash funds and income funds
Level 2
7 485
6 040
PGM commodity hedging derivative
Level 2
14
81
Restricted bank deposit
2 062
13 713
9 561
19 834
Current assets
Financial assets
PGM commodity hedging derivative
Level 2
–
2 288
Forward exchange contracts
Level 2
366
68
Investments in equity instruments
Level 1
80
48
Restricted bank deposit
3 938
–
4 384
2 404
The carrying amounts of other non-current and current assets carried at amortised cost approximate their fair value.
Restricted bank deposit
The balance represents a debt reserve account held at Absa Bank Limited and serves as security as required by the commodity off-take
financing (refer to note 18). The balance arose on 22 September 2023 and represents cash in the name of Tharisa Minerals Proprietary
Limited. Tharisa Minerals Proprietary Limited is unable to utilise the funds on demand due to access restrictions placed by lenders in
accessing the account, which is only allowed if certain criteria within the commodity off-take financing agreement are satisfied. The
balance is equal to approximately three months’ instalments in terms of the commodity off-take financing with the required balance to be
maintained dependent on the debt profile. The current balance became available on 15 October 2024.
180
tharisa plc 2024 integrated annual report
13.
INVENTORIES
2024
US$’000
2023
US$’000
Finished products
39 509
47 644
Ore stockpile
17 370
17 648
Consumables
25 334
24 545
82 213
89 837
Reversal of net realisable value write down
141
243
Total carrying amount
82 354
90 080
Inventories are stated at the lower of cost or net realisable value. Low-grade chrome concentrates to the value of US$1.0 million
(2023: US$5.5 million) are carried at the realisable value after a net realisable write down reversal of US$0.2 million (2023: write down
of US$0.2 million). The net realisable write down reversal was allocated to the chrome segment.
Certain PGM finished products to the value of US$0.6 million were provided for in full during the year ended 30 September 2024
(2023: reversal of a write down previously recognised of US$0.5 million). The provision and the 2023 reversal were allocated to the
PGM segment.
Certain consumables and spares, which were provided for in full during previous periods, were reused in the operational process during
the year ended 30 September 2024. This resulted in a reversal of US$0.5 million (2023: reversal of US$0.1 million). The reversal is allocated
32.0% and 68.0% to the PGM and chrome operating segments respectively (2023: 45.0% and 55.0%).
14.
TRADE AND OTHER RECEIVABLES
2024
US$’000
2023
US$’000
Trade receivables
26 020
37 564
PGM receivables
34 615
27 900
Total trade receivables
60 635
65 464
Other receivables – related parties (refer to note 22)
375
112
Deposits, prepayments and other receivables
8 336
23 455
Accrued income
6 392
4 726
Value added tax (VAT) receivable
16 510
9 870
92 248
103 627
Expected credit loss allowance (raised)/reversed
(54)
114
92 194
103 741
The fair value of trade and other receivables measured at amortised cost approximate the carrying amount due to the short-term maturity.
The fair value of the PGM receivables was determined based on ruling quoted commodity market prices and exchange rates.
Trade and other receivables of the Group are expected to be recoverable within one year from each reporting date. Trade receivables are
unsecured, non-interest bearing and payment terms vary from 0 to 120 days (30 September 2023: 0 to 120 days). During the year ended
30 September 2024, the Group raised an expected credit loss allowance of US$0.1 million against customers specific to the sale of unused
and scrap metal (2023: expected credit loss reversal of US$0.1 million). The expected credit loss allowance relates to other income and is
not allocated to a segment (2023: chrome and manufacturing segments). No impairment of trade receivables was recognised due to their
insignificant exposure to credit risk during the years ended 30 September 2024 and 30 September 2023.
The table below summarises the maturity profile of trade receivables:
2024
US$’000
2023
US$’000
Current
60 055
64 863
Between current and 90 days
86
558
Greater than 90 days
440
43
60 581
65 464
Diesel rebates
At 30 September 2024, the Group had certain unresolved tax matters. Included in trade and other receivables is an amount of
US$4.8 million (ZAR82.3 million) (2023: US4.4 million (ZAR82.3 million)) which relates to diesel rebates receivable from the South African
Revenue Service (‘SARS’) in respect of the mining operations. SARS rejected diesel claims relating to the period from September 2011 to
February 2018. The Group is taking the necessary action to recover the amount due and believes that it remains probable that the
amounts will be recovered.
181
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
15.
CASH AND CASH EQUIVALENTS
2024
US$’000
2023
US$’000
Bank balances
67 671
162 071
Short-term bank deposits and money market investments
150 004
93 229
217 675
255 300
16.
SHARE CAPITAL AND RESERVES
30 September 2024
30 September 2023
Number of
shares
US$’000
Number of
shares
US$’000
Share capital
Authorised – ordinary shares of US$0.001 each
10 000 000 000
10 000 10 000 000 000
10 000
Authorised – convertible redeemable preference shares of US$1
each
1 051
1
1 051
1
Issued ordinary shares
Balance at the beginning and end of the year
302 596 743
303
302 596 743
303
Share premium
Balance at the beginning of the year
300 019 694
345 993
299 746 365
345 597
Shares issued
21 615
18
273 329
396
Balance at the end of the year
300 041 309
346 011
300 019 694
345 993
Treasury shares
Balance at the beginning of the year
2 577 049
3
2 850 378
3
Transferred as part of management share award plans
(21 615)
–
(273 329)
–
Shares repurchased
4 836 918
5 001
–
–
Balance at the end of the year
7 392 352
5 004
2 577 049
3
Share capital
No shares were issued during the years ended 30 September 2024 and 30 September 2023.
During the year ended 30 September 2024, 4 836 918 ordinary shares were repurchased while 21 615 (2023: 273 329) ordinary shares
were transferred from treasury shares to satisfy the vesting/exercise of Conditional Awards and Appreciation Rights by the participants of
the Tharisa Share Award Plan.
At 30 September 2024, 7 392 352 (2023: 2 577 049) ordinary shares were held in treasury.
All shares rank equally with regard to the Company’s residual assets. The holders of ordinary shares, other than treasury shares, are
entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
Increase in shareholding in Karo Mining Holdings plc (Karo Mining)
During the year ended 30 September 2024, Karo Mining issued an additional 2 784 new ordinary shares for a cash subscription of
US$20.0 million to the Company. The additional shares issued represented 1.22% of the issued share capital of Karo Mining which
increased the Company’s shareholding to 76.22%. The non-controlling shareholders did not subscribe to additional shares.
During the year ended 30 September 2023, Karo Mining issued an additional 9 048 new ordinary shares for a cash subscription of
US$65.0 million to the Company. The additional shares issued represented 5.01% of the issued share capital of Karo Mining which
increased the Company’s shareholding to 75.00%. The non-controlling shareholders did not subscribe to additional shares.
2024
US$’000
2023
US$’000
Consideration for additional new shares issued by Karo Mining
–
–
Reduction in non-controlling interest
(1 726)
(6 594)
Increase to equity attributable to ordinary shareholders
1 726
6 594
182
tharisa plc 2024 integrated annual report
17.
PROVISIONS
2024
US$’000
2023
US$’000
Non-current
Provision for rehabilitation
23 362
19 335
Current
Provision for mining royalty
56 827
(47 715)
Provision for rehabilitation
The Group has a legal obligation to rehabilitate the mining area, once the mining operations cease. The provision has been calculated
based on total estimated rehabilitation costs, discounted back to their present values. The pre-tax discount rates are adjusted annually
and reflect current market assessments. These costs are expected to be utilised mostly towards the end of the life of mine and associated
infrastructure. The provision for the Tharisa Mine is determined using commercial closure cost assessments and not the inflation adjusted
Department of Mineral Resources published rates.
2024
2023
Restoration
US$’000
Decommis-
sioning
US$’000
Total
provision
US$’000
Restoration
US$’000
Decommis-
sioning
US$’000
Total
provision
US$’000
Opening balance
14 606
4 729
19 335
7 190
5 186
12 376
Recognised in profit or loss
183
(119)
64
7 383
(203)
7 180
Capitalised/(reversal) to
mining assets and
infrastructure
–
82
82
–
(604)
(604)
Unwinding of discount
1 496
493
1 989
683
502
1 185
Exchange differences
1 472
420
1 892
(650)
(152)
(802)
Closing balance
17 757
5 605
23 362
14 606
4 729
19 335
The table below illustrates the movement in the provision as a result of mining operations and changes in variables.
Opening
balance
US$’000
Mining
operations
US$’000
Changes in
variables/
estimates
US$’000
Exchange
differences
US$’000
Closing
balance
US$’000
30 September 2024
Provision for restoration
14 606
1 988
(309)
1 472
17 757
Provision for decommissioning
4 729
585
(129)
420
5 605
19 335
2 573
(438)
1 892
23 362
30 September 2023
Provision for restoration
7 190
2 299
5 767
(650)
14 606
Provision for decommissioning
5 186
535
(840)
(152)
4 729
12 376
2 834
4 927
(802)
19 335
The current estimated rehabilitation cost for the Tharisa Mine to be incurred taking escalation factors into account is US$91.3 million
(ZAR1 576.9 million) (2023: US$73.5 million (ZAR1 390.5 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 6.42%
(2023: 6.41%). The net present value of the rehabilitation estimated future value is discounted based on a weighted average SWAP curve.
The calculated interest rate was 10.13% (2023: 9.98%). An insurance company has provided a guarantee to the Department of Mineral
Resources 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.
183
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
17.
PROVISIONS continued
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 DMR 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% (2023: 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% (2023: 30%) 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 DMR
and notwithstanding Tharisa Minerals’ expectation of a favourable ruling on the appeal, Tharisa Minerals has applied a 10% (2023:
10%) 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 DMR,
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 2024 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$4.6 million (ZAR80.1 million).
184
tharisa plc 2024 integrated annual report
17.
PROVISIONS continued
2024
US$’000
2023
US$’000
Provision for disputed mining royalty
Opening balance
47 715
50 444
Raised during the year
4 262
–
Reversed during the year
–
(503)
Exchange differences
4 850
(2 226)
Closing balance
56 827
47 715
The Group has objected and appealed 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$5.9 million (ZAR102.3 million) (2023: US$5.4 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 31 March 2025. 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 has reassessed 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$33.6 million (ZAR580.9 million) (2023: US$33.3 million (ZAR630.5 million)), with the amount net of tax
estimated to be US$24.3 million (ZAR419.1 million) (2023: US$24.3 million (ZAR460.3 million)). In addition, the remainder of the balance
provided for mainly represents estimated interest and penalties. If the Group is successful with a favourable outcome of calculating the mining
royalty on the reassessed basis, it would result in a refund of past royalty payments with a net inflow to the Group.
The principles being applied have not been tested by either SARS or the judiciary and there is therefore uncertainty on the possible outcome
of the objection which could lead to an outflow (royalty payable to SARS) or inflow (amount recovered by the Company from SARS).
Furthermore, the time period to reach finality may be protracted. Accordingly, no estimate of the contingent amount receivable has
been made.
18.
BORROWINGS
2024
US$’000
2023
US$’000
Non-current
Commodity off-take financing
9 936
30 347
Bond – listed on the Victoria Falls Stock Exchange
26 612
26 392
Asset backed facilities
13 282
18 951
Lease liabilities
536
695
50 366
76 385
Current
Commodity off-take financing
20 388
47 356
Bond – listed on the Victoria Falls Stock Exchange
807
765
Asset backed facilities
13 182
13 133
Lease liabilities
734
2 017
Bank credit facilities
20 706
–
55 817
63 271
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 2024, the Group has unutilised borrowing facilities available of US$84.6 million (2023: US$70.3 million).
185
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
18.
BORROWINGS continued
Asset
backed
facilities
US$’000
Commodity
off-take
financing
US$’000
Bond –
listed
on the
Victoria
Falls Stock
Exchange
US$’000
Lease
liabilities
US$’000
Bank
credit
facilities
US$’000
Total
borrowings
US$’000
Balance 30 September 2023
32 084
77 703
27 157
2 712
–
139 656
Changes from financing cash flows
Advances: bank credit facilities
–
–
–
–
53 832
53 832
Repayment: bank credit facilities
–
–
–
–
(33 126)
(33 126)
Advances received
7 069
20 286
–
–
–
27 355
Repayment of borrowings
(13 654)
(68 033)
–
–
–
(81 687)
Principal lease payments
–
–
–
(2 126)
–
(2 126)
Repayment of interest
(2 623)
(5 373)
(2 549)
(111)
(104)
(10 760)
Changes from financing cash flows
(9 208)
(53 120)
(2 549)
(2 237)
20 602
(46 512)
Foreign currency translation
differences
2 462
3 664
–
141
–
6 267
Non-cash flow liability-related
changes
Lease agreements entered into
–
–
–
544
–
544
Re-measurement of lease liabilities
–
–
–
(9)
–
(9)
Interest expense
2 675
6 073
2 811
111
104
11 774
Revaluation of foreign
denominated loan
(1 549)
(3 996)
–
8
–
(5 537)
Total liability-related changes
1 126
2 077
2 811
654
104
6 772
Balance at 30 September 2024
26 464
30 324
27 419
1 270
20 706
106 183
Non-current borrowings
13 282
9 936
26 612
536
–
50 366
Current borrowings
13 182
20 388
807
734
20 706
55 817
Total borrowings
26 464
30 324
27 419
1 270
20 706
106 183
186
tharisa plc 2024 integrated annual report
Asset
backed
facilities
US$’000
Commodity
off-take
financing
US$’000
Bridge
term
loan
US$’000
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
Balance
30 September 2022
34 943
–
–
–
3 579
23 809
553
62 884
Changes from financing
cash flows
Advances: bank
credit facilities
–
–
–
–
–
5 890
–
5 890
Repayment: bank
credit facilities
–
–
–
–
–
(29 689)
–
(29 689)
Net repayment of bank
credit facilities
–
–
–
–
–
(23 799)
–
(23 799)
Advances received
13 022
80 732
59 936
26 392
–
–
–
180 082
Repayment of borrowings
(15 443)
–
(61 429)
–
–
–
(550)
(77 422)
Principal lease payments
–
–
–
–
(2 500)
–
–
(2 500)
Repayment of interest
(2 865)
–
(2 015)
(1 115)
(241)
(48)
–
(6 284)
Changes from financing
cash flows
(5 286)
80 732
(3 508)
25 277
(2 741)
(23 847)
(550)
70 077
Foreign currency
translation differences
(1 503)
(3 146)
–
–
(129)
–
(3)
(4 781)
Liability-related changes
Lease agreements
entered into
–
–
–
–
133
–
–
133
Re-measurement of
lease liabilities
–
–
–
–
1 502
–
–
1 502
Interest expense
2 945
101
2 255
1 880
241
38
–
7 460
Revaluation of foreign
denominated loan
985
16
1 253
–
127
–
–
2 381
Total liability-related
changes
3 930
117
3 508
1 880
2 003
38
–
11 476
Balance at
30 September 2023
32 084
77 703
–
27 157
2 712
–
–
139 656
Non-current borrowings
18 951
30 347
–
26 392
695
–
–
76 385
Current borrowings
13 133
47 356
–
765
2 017
–
–
63 271
Total borrowings
32 084
77 703
–
27 157
2 712
–
–
139 656
187
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
18.
BORROWINGS continued
Commodity off-take financing
During the year ended 30 September 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 12) and restricted bank deposit (note 12). Interest accrues at
the Secured Overnight Financing Rate (SOFR) plus 360 basis points on the term loan and the SOFR plus 420 basis points on the revolving
facility. The financing is repayable over 42 months that commenced during October 2023. The revolving US$50 million facility was
undrawn as at 30 September 2024 and 30 September 2023. The balance outstanding at 30 September 2024 amounted to US$30.3 million
(2023: US$77.7 million).
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 three-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 six 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 2024, no trading (2023: no trading) occurred resulting in no
available market value of the bond.
Asset backed facilities
Asset backed facilities comprise of the equipment loan facility, Atrafin loan, commercial asset finance and the revolving facility.
Bank credit facilities
The bank credit facilities relate to pre-and post-shipment finance and discounting of the letters of credit by the Group’s banks following
performance of the letter of credit conditions by the Group, which results in funds being received in advance of the normal payment date.
Interest on these facilities at the reporting date varied between the one-month SOFR plus 165 basis points and the three-month SOFR plus
285 basis points (2023: one-month SOFR plus 165 basis points and the one-month SOFR plus 305 basis points). Inventory serves as
security for credit facilities. The available bank credit facilities at 30 September 2024 amounted to US$39.3 million (2023: US$20.0 million).
Bank credit facilities are not included in unutilised borrowing facilities at 30 September 2024.
19.
TRADE AND OTHER PAYABLES
2024
US$’000
2023
US$’000
Trade payables
51 377
50 329
Accrued expenses
45 413
33 897
Leave pay accrual
6 620
5 520
Value added tax payable
2 108
3 497
Other payables – related parties (note 22)
111
109
Other payables
103
112
105 732
93 464
The amounts above are unsecured, non-interest-bearing and payable within one year from the reporting period. The amounts reflected
above approximate fair value, due to the short-term thereof.
20.
OPERATING CASH FLOWS BEFORE CHANGES IN WORKING CAPITAL
2024
US$’000
2023
US$’000
Profit for the year
82 642
86 776
Adjustments for:
Depreciation of property, plant and equipment (note 10)
54 723
39 239
Amortisation of intangible assets (note 11)
4
2
Profit on disposal of property, plant and equipment (note 10)
(57)
(19)
Net realisable value reversal (note 13)
(141)
(243)
Write off of property, plant and equipment (note 10)
1 942
3 454
Expected credit loss allowance raised/(reversal) (note 14)
54
(114)
Equity-settled share-based payments
4 388
1 999
Changes in fair value of financial assets at fair value through profit or loss (note 21)
(848)
(5 151)
Changes in fair value of financial liabilities at fair value through profit or loss – unrealised (note 21)
2 431
(16 827)
Net foreign exchange (gain)/loss
(533)
3 590
Interest income
(8 597)
(4 772)
Interest expense
11 878
7 101
Tax (note 8)
35 037
27 564
Operating cash flows before changes in working capital
182 923
142 599
188
tharisa plc 2024 integrated annual report
21.
FINANCIAL RISK MANAGEMENT
Financial instruments carried at fair value:
The following table presents the carrying values of financial instruments measured at fair value at the end of each reporting period across
the three levels of the fair value hierarchy defined in IFRS 13, Fair Value Measurement, with the fair value of each financial instrument
categorised in its entirety based on the lowest level of input that is significant to that fair value measurement.
The levels are defined as follows:
Level 1: fair values measured using quoted prices (unadjusted) in active markets for identical financial instruments (highest level).
Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation methodologies in
which all significant inputs are directly or indirectly based on observable market data.
Level 3: fair values measured using valuation methodologies in which any significant inputs are not based on observable market data.
Fair value
Fair value
level
2024
US$’000
2023
US$’000
Valuation technique
and key inputs
Financial instrument
Financial assets measured at fair value
Investments in money markets, current
accounts, cash funds and income funds
Level 2
7 485
6 040
Quoted market price for similar
instruments
PGM commodity hedging derivative
Level 2
14
2 369
Quoted market metal prices
Forward exchange contracts
Level 2
366
68
Quoted market closing
exchange rates
Investments in equity instruments
Level 1
80
48
Quoted market price
Trade and other receivables measured
at fair value
PGM receivables
Level 2
34 615
27 900
Quoted market metal prices
and exchange rate
Financial liabilities measured at fair value
Option granted to NCI to call upon shares in
Karo Platinum (Private) Limited
Level 3
–
11
Discounted cash flow valuation
and a Monte Carlo simulation
model
PGM commodity hedges derivative
Level 2
40
–
Quoted market metal prices
There have been no transfers between fair value hierarchy levels in the current year. Refer to note 14 for the fair value recognised relating
to the PGM discounting receivable.
Fair value gains and losses recognised in the financial instruments during the year:
2024
US$’000
2023
US$’000
Changes in fair value of financial assets at fair value through profit or loss
Investments in equity instruments
32
29
Investments in money markets, current accounts, cash funds and income funds
544
367
PGM commodity hedges derivative
–
4 497
Forward exchange contracts
272
258
848
5 151
Changes in fair value of financial liabilities at fair value through profit or loss
PGM discount facility hedging derivative
–
59
Option granted to NCI to call upon shares in Karo Platinum (Private) Limited - unrealised
11
16 768
PGM commodity hedges derivative – realised
2 988
–
PGM commodity hedges derivative – unrealised
(2 442)
–
557
16 827
189
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
21.
FINANCIAL RISK MANAGEMENT continued
Level 3: Option granted to NCI to call upon shares in Karo Platinum (Private) Limited (Karo Platinum)
The Republic of Zimbabwe has an option to increase its shareholding in Karo Platinum by 11.0% exercisable after 24 months from
30 March 2022, but before 36 months, payable in cash at the net present value of Karo Platinum at 30 March 2022. The option represents
a financial instrument which is recognised at fair value through profit or loss. At 30 September 2024, the Group completed a valuation of
Karo Platinum. In determining the fair value, the discounted cash flow valuation technique was used. The following significant inputs were
used in determining the fair value:
2024
2023
PGM basket price (6E)
US$/oz
1 855
1 565
Base metal basket price
US$/t
16 929
19 315
Life of Mine
years
10
11
Annual throughput
kt
220
215
6E PGM grade per tonne feed
g/t
3.0
3.0
Annual production (6E)
koz
193
211
PGM recovery
%
82.74
81% first
three years,
thereafter
83
WACC
%
13.2
10.4
22.
RELATED-PARTY TRANSACTIONS AND BALANCES
In the normal course of the business, the Group enters into various transactions with related parties. Related-party transactions exist
between shareholders, directors, directors of subsidiaries and key management personnel. Outstanding balances at the year-end are
unsecured and settlement occurs in cash. All intergroup transactions have been eliminated on consolidation.
2024
US$’000
2023
US$’000
Trade and other receivables (note 14)
Rocasize Proprietary Limited
374
112
Trade and other payables (note 19)
Rocasize Proprietary Limited
1
4
Amounts due to directors and former directors
J Salter
22
22
O Kamal
12
12
C Bell
22
22
R Davey
19
19
S Lo Wai Man
9
9
C Hao
9
–
G Zvaravanhu
17
–
A Djakouris
–
12
Z Hong
–
9
110
105
Total other payables
111
109
Revenue
Rocasize Proprietary Limited
12
–
Cost of sales
The Tharisa Community Trust
9
–
Rocasize Proprietary Limited
423
528
Other income
Rocasize Proprietary Limited
56
37
190
tharisa plc 2024 integrated annual report
22.
RELATED-PARTY TRANSACTIONS AND BALANCES continued
Salary
and fees
US$’000
Expense
allowances
US$’000
Share-based
payments
US$’000
Provident
fund and risk
benefits
US$’000
Bonus
US$’000
Total
US$’000
2024
Non-executive directors
627
–
–
–
–
627
Executive directors
1 838
6
–
85
468
2 397
Other key management
1 746
12
–
64
408
2 230
4 211
18
–
149
876
5 254
2023
Non-executive directors
637
–
–
–
–
637
Executive directors
1 759
7
606
73
383
2 828
Other key management
1 738
17
187
65
406
2 413
4 134
24
793
138
789
5 878
LTIP awards to the directors and key management in the period under review are as follows:
Opening
balance
Allocated
Vested
Forfeited
Total
2024 ordinary shares
Executive directors
3 929 812
1 123 726
–
(884 304)
4 169 234
Key management
2 987 940
1 207 355
–
(693 923)
3 501 372
2023
Executive directors
2 271 572
2 178 204
(103 994)
(415 970)
3 929 812
Key management
1 642 207
1 668 225
(64 498)
(257 994)
2 987 940
Relationships between parties
The Tharisa Community Trust and Rocasize Proprietary Limited
The Tharisa Community Trust is a former shareholder of Tharisa Minerals Proprietary Limited. The Tharisa Community Trust owns 100% of
the issued ordinary share capital of Rocasize Proprietary Limited.
23.
CONTINGENT LIABILITIES
As at 30 September 2024, there is no litigation (2023: no litigation), current or pending, which is considered likely to have a material
adverse effect on the Group. Refer to note 24 for guarantees.
24.
CAPITAL COMMITMENTS AND GUARANTEES
2024
US$’000
2023
US$’000
Capital commitments
Authorised and contracted
46 098
156 219
Authorised and not contracted
831
1 490
46 929
157 709
The above commitments are with respect to property, plant and equipment and are outstanding at the respective reporting period. All
contracted amounts will be funded through existing funding mechanisms within the Group and cash generated from operations. Balances
denominated in currencies other than the US$ were converted at the closing rates of exchange ruling at 30 September 2024.
191
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
for the year ended 30 September 2024
24.
CAPITAL COMMITMENTS AND GUARANTEES continued
Guarantees
The Company issued a guarantee limited to US$10.0 million (2023: US$10.0 million) as a security for trade finance facilities provided by a
bank to Arxo Resources Limited.
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$26.8 million to external subscribers and US$10.0 million to Arxo Finance plc. 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 (2023: 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 issued a guarantee limited to US$17.4 million (ZAR300.0 million) (2023: US$15.9 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) (2023: US$8.1 million (ZAR153 million)) to third-party suppliers of
Tharisa Minerals Proprietary Limited.
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$31.6 million (ZAR545.5 million) (2023: US$22.1 million
(ZAR418.9 million)).
The Company issued a guarantee to Absa Bank Limited which guarantees payment of certain liabilities of Arxo Logistics Proprietary
Limited to Transnet amounting to US$1.1 million (ZAR19.4 million) (2023: US$1.0 million (ZAR19.4 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. This contract expired on
29 September 2024.
25.
EVENTS AFTER THE REPORTING PERIOD
On 27 November 2024, the Board has proposed a final dividend of US 3 cents per share, subject to the necessary shareholder approval at
the annual general meeting.
The Board of Directors is not aware of any other matter or circumstance arising since the end of the financial year that will impact these
financial results.
26.
DIVIDENDS
During the year ended 30 September 2024, the Company declared and paid a final dividend of US 2.0 cents per share in respect of the
financial year ended 30 September 2023. In addition, an interim dividend of US 1.5 cents per share was declared and paid in respect of
the financial year ended 30 September 2024.
192
tharisa plc 2024 integrated annual report
PGM flotation
193
FINANCIAL REVIEW
FINANCIAL REVIEW
tharisa plc 2024 integrated annual report
INVESTOR RELATIONS REPORT
SHARE INFORMATION
Tharisa plc is listed on the Johannesburg Stock Exchange and the London Stock Exchange.
Company
Tharisa plc
JSE share code
THA
LSE share code
THS
A2X share code
THA
ISIN
CY0103562118
LEI
213800WW4YWMVVZIJM90
Sector
General mining
Issued share capital as at 30 September 2024
302 596 743
Issued share capital (excluding treasury shares) as at 30 September 2024
295 204 391
JSE
LSE
Market capitalisation as at 30 September 2024
ZAR5.31 billion
GBP230.3 million
Closing share price as at 30 September 2024
ZAR18.00
GBP0.78
12-month high
ZAR20.99
GBP0.87
12-month low
ZAR11.40
GBP0.47
SHAREHOLDER ANALYSIS
Analysis of shareholders as at 30 September 2024
Analysis of ordinary shareholders
Number of
shareholders
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
Holding 1 to 10 000 shares
2 398
1 793 053
0.59
0.61
Holding 10 001 to 100 000 shares
144
5 466 855
1.81
1.85
Holding 100 001 to 1 000 000 shares
72
23 410 344
7.74
7.93
Holding 1 000 001 to 5 000 000 shares
27
51 396 361
16.99
17.41
Holding 5 000 001 to 100 000 000 shares
5
89 817 772
29.68
30.43
Holding > 100 000 000 shares
1
123 320 006
40.75
41.77
Treasury shares
–
7 392 352
2.44
–
Total
2 647
302 596 743
100.00
100.00
Major shareholders
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
Shareholders holding 10% or more
Medway Developments Limited
123 320 006
40.75
41.77
Rance Holdings Limited
38 526 509
12.73
13.05
Shareholders holding 5% or more
Fujian Wuhang Stainless Steel Co. Limited
26 737 540
8.84
9.06
188 584 055
62.32
63.88
194
tharisa plc 2024 integrated annual report
Public and non-public shareholders
Number of
shareholders
Number
of shares
Percentage
of issued
share capital
Percentage
of voting
rights
Public
2 635
122 719 207
40.55
41.57
Non-public
Directors and associates of the Company and its subsidiaries
10
10 638 669
3.52
3.60
Persons interested (other than directors), directly or indirectly, in 10% or
more
2
161 846 515
53.49
54.83
Total
2 647
295 204 391
97.56
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:
2024
2023
Beneficial
Non-beneficial
Beneficial
Non-beneficial
Director
Direct
Indirect
Direct
Indirect
Direct
Indirect
Direct
Indirect
Loucas Pouroulis
1 241 504
1 241 504
Phoevos Pouroulis
1 144 079
6 928 432
1 144 079
6 928 432
Michael Jones
712 799
712 799
David Salter
–
–
–
–
–
–
–
–
Antonios Djakouris1
43 250
–
–
–
43 250
–
–
–
Omar Kamal
–
–
–
–
–
–
–
–
Carol Bell
61 250
61 250
Roger Davey
–
–
–
–
–
–
–
–
Hao Chen
–
–
–
–
–
–
–
–
Shelley Wai Man Lo
–
–
–
–
–
–
–
–
Gloria Zvaravanhu2
–
–
–
–
–
–
–
–
Total
3 202 882
6 928 432
3 202 882
6 928 432
1 Retired 21 February 2024
2 Appointed 21 February 2024
There have been no changes in directors’ interests in the share capital between 30 September 2024 and the date of issue of this integrated annual
report.
195
SHAREHOLDER
INFORMATION
SHAREHOLDER
INFORMATION
tharisa plc 2024 integrated annual report
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, 19 February 2025 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 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
Friday, 13 December 2024
Last day to trade to be eligible to vote
Tuesday, 11 February 2025
Record date to be eligible to vote at the AGM
Friday, 14 February 2025
Last day for lodging forms of instruction (by 09:00 UK time)
Friday, 14 February 2025
Last day for lodging forms of proxy (by 11:00 SA time)
Monday, 17 February 2025
Annual general meeting (11:00 Cyprus time (UTC+2))
Wednesday, 19 February 2025
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, 14 February 2025.
196
tharisa plc 2024 integrated annual report
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 2024, including the management report and the report
of the independent auditor, such annual financial statements have been approved by the Board on 27 November 2024.
Additional information in respect of ordinary resolution number 1
The consolidated financial statements for the year ended 30 September 2024 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 2024, 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
Reappointment of external auditor
’RESOLVED THAT BDO Limited incorporated in Cyprus, with Terence Kiely being the designated registered auditor, be reappointed as the
independent external auditor of the Company and the Group for the financial year ending 30 September 2025, to hold office until
conclusion of the next AGM of the Company, and that the remuneration for the financial year ending 30 September 2025 be determined
by the Audit Committee.’
Additional information in respect of ordinary resolution number 2
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 reappointed as the external auditor of the Company, until the conclusion of the next AGM. The Audit Committee
conducted an assessment of the performance and the independence of the external auditor and compliance with the JSE Listings
Requirements and recommends the reappointment as independent auditor of the Company and the Group.
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, 3.2 AND 3.3)
Election of director appointed by the Board
3.1 ’RESOLVED THAT Gloria Zvaravanhu, who retires in accordance with the Company’s Articles of Association and who, being eligible,
offers herself for election, be elected as a director of the Company.’
Re-election of directors retiring by rotation
3.2 ’RESOLVED THAT David Salter, who retires in accordance with the Company’s Articles of Association and who, being eligible, offers
himself for re-election, be re-elected as a director of the Company.’
3.3 ’RESOLVED THAT Carol Bell, 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, 3.2 and 3.3
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. David Salter and Carol Bell are retiring by rotation.
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.
Gloria Zvaravanhu was appointed by the Board as a director on 21 February 2024, to replace Antonis Djakouris who had retired, and is
accordingly required to retire. Being eligible, she is offering herself for election.
A brief curriculum vitae in respect of the directors referred to in ordinary resolutions numbers 3.1, 3.2 and 3.3 above appears on pages 118
and 119 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,
3.2 and 3.3.
The percentage of voting rights required for ordinary resolution numbers 3.1, 3.2 and 3.3 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.
197
SHAREHOLDER
INFORMATION
SHAREHOLDER
INFORMATION
tharisa plc 2024 integrated annual report
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.’
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 issuing or
selling of shares or related securities without a pre-emptive offer to existing shareholders. Under the Companies Law, this can only be done
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.
6.
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
be limited to such securities or rights that are convertible into a class already in issue.
ii.
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.
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tharisa plc 2024 integrated annual report
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.
ORDINARY RESOLUTION NUMBER 7 (COMPRISING ORDINARY RESOLUTIONS NUMBERS 7.1 AND 7.2)
7.1
Approval of remuneration policy
’RESOLVED THAT the Group remuneration policy, as described in the remuneration report on pages 145 to 153 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 145 to 153 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.
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.
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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
date of passing of this special resolution number 1.
v.
In determining the price at which the Company acquires the Company’s ordinary shares 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, and
■
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 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.
x.
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:
■
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, and
■
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 shares are held in treasury, 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 allows the Company to reissue treasury shares quickly and cost-effectively and provides the Company with greater
flexibility in managing its capital base. It also gives the Company the opportunity to satisfy awards under the LTIP scheme 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.
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 194 of the integrated annual report
■
Share capital of Tharisa – refer to page 195 of the integrated annual report.
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Material changes
Other than the facts and developments reported on in the integrated 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 116 and 117 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 3.0 cents per ordinary share is declared for the financial year ending
30 September 2024, 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, 28 February 2025.’
Additional information in respect of ordinary resolution number 9
The Board has proposed a final cash dividend of US 3.0 cents per ordinary share for the financial year ended 30 September 2024.
If approved by shareholders, the recommended final dividend will be paid on Wednesday, 12 March 2025. Shareholders on the principal
Cyprus register will be paid in United States dollar (US$), 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 28 November 2024, 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 [gross] cents per share. Shareholders who are
South African tax resident companies are exempt from dividend tax and will receive the dividend of [US gross] 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 about how the payment of the dividend will impact them.
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 about how the payment of the dividend will impact them.
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 about how the payment of the dividend will impact them.
Shareholders and depositary interest holders should note that the information provided should not be regarded as tax advice. The timetable
for the dividend declaration is as follows:
Declaration and currency conversion date
Thursday, 28 November 2024
Currency conversion rates announced
Thursday, 20 February 2025
Last day to trade cum dividend rights on the JSE
Tuesday, 25 February 2025
Last day to trade cum dividend rights on the LSE
Wednesday, 26 February 2025
Shares will trade ex-dividend rights on the JSE
Wednesday, 26 February 2025
Shares will trade ex-dividend rights on the LSE
Thursday, 27 February 2025
Record date for payment on both JSE and LSE
Friday, 28 February 2025
Dividend payment date
Wednesday, 12 March 2025
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 26 February 2025 and
Friday, 28 February 2025, both days inclusive. No transfers between registers will be permitted between Thursday, 20 February 2025
and Friday, 28 February 2025, both days inclusive.
The percentage of the voting rights required for ordinary resolution number 9 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.
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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.
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 authorising them 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, 14 February 2025. 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).
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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, 14 February 2025. 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 have any doubts about what action you should
take with respect to the resolutions provided 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, 12 February 2025 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, 17 February 2025, 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, 14 February 2025.
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 205 and 206 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, 19 February 2025 via email and/or SMS. Participants will be given
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, 19 February 2025 2025, 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)
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NOTICE OF ANNUAL GENERAL MEETING CONTINUED
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 a third party provides the telecommunication lines 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
27 November 2024
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FORM OF PROXY
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, 19 February 2025 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.
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.
or failing him/her
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):
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: Reappointment of external auditor
Ordinary resolution number 3.1: Election of Gloria Zvaravanhu as a director
Ordinary resolution number 3.2: Re-election of David Salter as a director
Ordinary resolution number 3.3: Re-election of Carol Bell 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
on
2024/2025
Signature
Assisted by (if applicable) (see note 7)
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NOTES TO THE FORM OF PROXY
1.
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.
2.
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.
3.
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.
4.
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 shareholder voting right at the AGM, but
only as directed on this form of proxy.
5.
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.
6.
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, 17 February 2025, being no later than 48 hours before the AGM to be held at 11:00 (UTC +2) on Wednesday,
19 February 2025. 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, 14 February 2025. 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.
7.
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.
8.
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.
9.
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.
10.
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 to exercise any of his/her rights as a shareholder at the AGM.
11.
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 that 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 cannot 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.
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GLOSSARY
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
Platinum Group Metals comprising platinum, palladium, rhodium, ruthenium, iridium and gold
6PGE + Au
5PGE plus osmium
AET
adult education and training
AIP
alien invasive plant
AGM
the annual general meeting of the Company
AMCU
the Association of Mineworkers and Construction Union of South Africa
Appreciation Right
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
ART
antiretroviral treatment
Arxo Logistics
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
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
Arxo Resources Limited (registration number HE221459), a public company duly registered and
incorporated in Cyprus, a wholly owned subsidiary of the Company
Award
the award granted under the Share Award Plan in the form of a Conditional Award or an
Appreciation Right
Au
gold
BAPS
biodiversity action plans
BEE
black economic empowerment, as defined in the MPRDA and “broad-based socioeconomic
empowerment” as defined in the Mining Charter
Board
the Board of Directors of the Company
Bushveld Complex
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
Calibre Clinical Consultants Proprietary Limited (registration number 2005/005494/07), a private
company duly registered and incorporated in South Africa
CBT
computer-based training
certificated shares
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
used to reference any form of chromium, Cr or chrome concentrate
chrome concentrate
any combination of chemical, foundry and/or metallurgical grade concentrate with a
predominance of metallurgical grade concentrate
chrome alloys
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
chromite
a hard, black, refractory chromium-spinel mineral consisting of varying proportions of the oxides
of iron chromium, aluminium and magnesium
chromitite
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
chromitite layers
thick accumulations of chromite grains to form monomineralic bands or layers, which chromitite
layers are typically greater than 30 cm thick
chromium or Cr
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
CIF
cost, insurance and freight as defined in Incoterms 2010
cm
centimetres
Coffey
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
the Cyprus Stock Exchange
CSI
corporate social investment
Cr2O3
chromium (III) oxide
CREST
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
shares which are held in electronic form as uncertificated securities in accordance with the
requirements of Strate
DFFE
Department of Forestry, Fisheries and Environment, South Africa
Depositary
Computershare Investor Services PLC
Depositary interests or DI
the dematerialised depositary interests issued by the Depositary in respect of the underlying
ordinary shares
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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
Department of Mineral Resources and Energy, South Africa
DWS
Department of Water and Sanitation, South Africa
EA
environmental authorisation
EAP
Employee Assistance Programme
EIA
environmental impact assessment
EMP
the Environmental Management Plan in terms of the MPRDA
EMPr
Environmental Management Programme report
Eskom
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
the Financial Conduct Authority of the United Kingdom
FCA
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
FEED
front-end engineering and design
FIFR
fatality injury frequency rate
foundry grade
concentrate saleable chromium-rich product typically more than 45% Cr2O3 less than 1% SiO2 and
a specific particle size distribution
g/t
grammes per tonne
GBP
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
greenhouse gas
Group
the Company including all its subsidiaries
HDSA
historically disadvantaged South Africans as defined in the MPRDA and the Mining Charter
HDP
historically disadvantaged persons/people
HRD
human resources development
ICDA
the International Chromium Development Association
IDP
Individual development plans
IFRS
International Financial Reporting Standards
illuvial chrome
at surface chrome fines generated from seams as a result of weathering
Indicated Mineral Resource
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
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GLOSSARY CONTINUED
Inferred Mineral Resource
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
Investec Bank Limited (registration number 1969/004763/06), a public company duly registered
and incorporated in South Africa
Investment agreement
the Investment Project Framework Agreement entered into between Karo Holdings and the
Republic of Zimbabwe on 22 March 2018
Ir
Iridium
IWUL
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
the chrome concentrate recovery plant associated with Sibanye-Stillwater’s K3 plant
Karo Mining Holdings
Karo Mining Holdings plc (registration number HE380340), a public company duly registered and
incorporated in Cyprus; held 75% by Tharisa plc
Karo Platinum
Karo Platinum (Private) Limited (registration number 7178/2013), a private company duly
registered and incorporated in Zimbabwe
Karo Refining
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
the King IV Code on Corporate Governance 2016 (South Africa)
km
thousand metres
koz
thousand ounces
kt
thousand tonnes
ktpm
thousand tonnes per month
Leto Settlement
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
Listing
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
Listing Rules
the Listing Rules made by the FCA under Part VI of the Financial Markets Act, 2000
LOM
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
LTI
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
LTIFR
lost-time injury frequency rate, the number of lost-time injuries per 200 000 hours worked
Main Market
the Main Market of the LSE
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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
MetQ Proprietary Limited (registration number 2003/018862/07) a South African registered
business
MG0
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
MG1
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
MG2
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
MG3
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
MG4
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)
MG4A
the MG4A chromitite layer consists of several chromitite layers within a pyroxenite host rock
MG chromitite layers
group of five chromite layers that are known in the lower and upper critical zone of the
Bushveld Complex
MHSA
the Mine Health and Safety Act, 1996 of South Africa
MHSC
the Mine Health and Safety Council of South Africa
Mineral Reserve
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
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]
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GLOSSARY CONTINUED
Mining Charter
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
Mining Right
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
MRDF
mineral residue disposal facilities
MPRDA
Mineral Petroleum Resources Development Act
MQA
Mining Qualifications Authority of South Africa
Mt
million tonnes
MTC
medical treatment case
Mtpa
million tonnes per annum
MW
megawatt
MWh
megawatt hour
NAAQS
National Ambient Air Quality Standard
NEMA
National Environmental Management Act of 2008 of South Africa
NEMWA
National Environmental Management Waste Act of 2008 of South Africa
NGOs
Non-governmental organisations
Northam
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
NQF
National Qualifications Framework of South Africa
NUM
the National Union of Mineworkers of South Africa
NWA
National Water Act of 1998 of South Africa
NWDEDECT
North West Department of Economic Development, Environment, Conservation and Tourism
OEM
original equipment manufacturer
Official List
the official list of the FCA
oz
a troy ounce which is exactly 31.1034768 grams
ozpa
oz per annum
pa
per annum
PCDs
pollution control dams
Pd
Palladium
PDMRs
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
Pivot
Pivot Mining Consultants Proprietary Limited (registration number 2006/030152/07), a private
company duly registered and incorporated in South Africa
PGE
Platinum group elements
PGMs
Platinum Group Metals being platinum, palladium, rhodium, ruthenium, iridium and osmium
PGM concentrate
the commercially acceptable flotation concentrate containing PGMs
PRC or China
the Peoples Republic of China
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prill split
a breakdown by mass of the various PGM metals contained in PGM containing materials
Proved Mineral Reserve
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
Probable Mineral Reserve
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
Platinum
Redox One
Redox One provides a cost-effective, safe and scalable long-term energy storage solution to address the
needs of a decarbonised world
reef
in the context of this integrated annual report, reef refers to any or all the MG and
UG chromitite layers
R&D
research and development
Rh
rhodium
RNS
the Regulatory News Service of the LSE
ROM
run of mine, being the ore tonnage extracted to be processed
Ru
Ruthenium
Salene Chrome
Salene Chrome Zimbabwe (Private) Limited (registration number 920/2015), formerly Maroon Blue
Consultants (Private) Limited, a private company duly incorporated and registered in Zimbabwe
SAMREC Code
the South African Code for the Reporting of Exploration Results, Mineral Resources and
Mineral Reserves (the SAMREC Code) 2016 Edition
SAMVAL Code
the South African Code for the Reporting of Mineral Asset Valuation (The SAMVAL Code)
2016 Edition
SDGs
Sustainable Development Goals
SENS
the Stock Exchange News Service of the JSE
SETA
Sector Education Training Authority, South Africa
Share Award Plan or TSAP
the Tharisa Share Award Plan approved by the shareholders
Shares
all the issued ordinary shares of the Company of nominal value of US$0.001 each
SHE
safety, health and environment
SIB
stay-in-business capital expenditure
Sibanye-Stillwater
Sibanye-Stillwater Limited (registration number 2014/243852/06) a public company duly
incorporated and registered in South Africa
SiO2
silicon dioxide
SLP
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
SOP
standard operating procedures
South Africa or SA
the Republic of South Africa
SAGERS
South African Greenhouse Gas Emissions Reporting System
Strate
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
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GLOSSARY CONTINUED
stripping ratio
the ratio, measured in m3 to m3 at which waste and interburden are removed, relative to
ore mined
STS
standard threshold shift
TSF
tailings storage facility
t
tonne
tCO2e
tonnes of carbon dioxide equivalent
TB
tuberculosis
TCFD
Task Force on Climate-related Financial Disclosures
Tharisa
Tharisa plc (registration number HE223412), a public company duly registered and incorporated
in Cyprus
Tharisa Mine
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
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
The Disclosure and Transparency Law
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
tpa
tonnes per annum
tpm
tonnes per month
Transnet
Transnet SOC Limited
UG1
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
UG2
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
the United States of America
US$
United States dollar, the lawful currency of the US
VCT
voluntary counselling and testing
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 dollar-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
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WRD
waste rock dump
ZAR or R or rand
South African rand, the lawful currency of South Africa
Zimbabwe
the Republic of Zimbabwe
Tharisa processing facilities with Voyager Plant in the foreground
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CORPORATE INFORMATION
Tharisa_sa
Tharisa-limited
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
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)
Omar Marwan Kamal (Independent non-executive director)
Roger Davey (Independent non-executive director)
Shelley Wai Man Lo (Non-executive director)
Hao Chen (Non-executive director)
Gloria Zvaravanhu (Independent non-executive director)*
*
Ms Gloria Zvaravanhu appointed with effect from 21 February 2024
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
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
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
BDO Limited incorporated in Cyprus
236 Strovolos Avenue
Strovolos
Nicosia, 2048, 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
216
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 multigenerational Tharisa Mine, located in the
south-western limb of the Bushveld Complex, South Africa. Tharisa is also developing the Karo Platinum Project, a low-cost,
open-pit PGM asset located on the Great Dyke in Zimbabwe, while simultaneously focusing on beneficiation in the form of
chrome and PGM alloys. A 15-year PPA with Etana for the procurement of wheeled renewable energy and a 40 MW solar
project under construction will ensure that Tharisa Minerals’ drive to reduce its carbon footprint by 30% by 2030 is well within
reach, forming a major part of a roadmap to become net carbon neutral by 2050. Redox One is accelerating the development
of a proprietary iron-chromium redox flow long-duration battery 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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Acknowledgements
Visual contributors: Gareth Gilmour, Neil Kirby, Kabelo Mathabe, Ilja Graulich
IAR consultants: Bastion
Some of the copy in this report may have been written by AI