213800MELPBPHIR1PO04 2022-01-01 2022-12-31 213800MELPBPHIR1PO04 2021-01-01 2021-12-31 213800MELPBPHIR1PO04 2022-12-31 213800MELPBPHIR1PO04 2021-12-31 213800MELPBPHIR1PO04 2020-12-31 213800MELPBPHIR1PO04 2021-01-01 2021-12-31 ifrs-full:IssuedCapitalMember 213800MELPBPHIR1PO04 2021-01-01 2021-12-31 ifrs-full:SharePremiumMember 213800MELPBPHIR1PO04 2021-01-01 2021-12-31 ifrs-full:MergerReserveMember 213800MELPBPHIR1PO04 2021-01-01 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800MELPBPHIR1PO04 2021-01-01 2021-12-31 ifrs-full:OtherReservesMember 213800MELPBPHIR1PO04 2021-01-01 2021-12-31 ifrs-full:RetainedEarningsMember 213800MELPBPHIR1PO04 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 213800MELPBPHIR1PO04 2022-01-01 2022-12-31 ifrs-full:SharePremiumMember 213800MELPBPHIR1PO04 2022-01-01 2022-12-31 ifrs-full:MergerReserveMember 213800MELPBPHIR1PO04 2022-01-01 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800MELPBPHIR1PO04 2022-01-01 2022-12-31 ifrs-full:OtherReservesMember 213800MELPBPHIR1PO04 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 213800MELPBPHIR1PO04 2020-12-31 ifrs-full:IssuedCapitalMember 213800MELPBPHIR1PO04 2020-12-31 ifrs-full:SharePremiumMember 213800MELPBPHIR1PO04 2020-12-31 ifrs-full:MergerReserveMember 213800MELPBPHIR1PO04 2020-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800MELPBPHIR1PO04 2020-12-31 ifrs-full:OtherReservesMember 213800MELPBPHIR1PO04 2020-12-31 ifrs-full:RetainedEarningsMember 213800MELPBPHIR1PO04 2021-12-31 ifrs-full:IssuedCapitalMember 213800MELPBPHIR1PO04 2021-12-31 ifrs-full:SharePremiumMember 213800MELPBPHIR1PO04 2021-12-31 ifrs-full:MergerReserveMember 213800MELPBPHIR1PO04 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800MELPBPHIR1PO04 2021-12-31 ifrs-full:OtherReservesMember 213800MELPBPHIR1PO04 2021-12-31 ifrs-full:RetainedEarningsMember 213800MELPBPHIR1PO04 2022-12-31 ifrs-full:IssuedCapitalMember 213800MELPBPHIR1PO04 2022-12-31 ifrs-full:SharePremiumMember 213800MELPBPHIR1PO04 2022-12-31 ifrs-full:MergerReserveMember 213800MELPBPHIR1PO04 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800MELPBPHIR1PO04 2022-12-31 ifrs-full:OtherReservesMember 213800MELPBPHIR1PO04 2022-12-31 ifrs-full:RetainedEarningsMember iso4217:USD iso4217:USD xbrli:shares
AltynGold plc
Annual Report and Consolidated Financial Statements
for the Year Ended 31 December 2022
AltynGold Plc (LSE: ALTN) is an exploration and
development company, which listed on the main
market segment of the London Stock Exchange
in December 2014. To read more about AltynGold
Plc please visit our website www.altyngold.uk.
At a glance
AltynGold’s main asset is its 100% interest in the
Sekisovskoye gold mine and its exploration site
at Teren-Sai. Both mine sites are based in north
east Kazakhstan. In the most recent CPR in 2019
(page 17 of the Annual Report) the
Sekisovskoye site has proved reserves of
3.47Moz and probable reserves of 0.33Moz. In
2022, the mine sold 34,499oz increasing from
the prior year of 27,747oz, production and
profits have been increasing in line with the
budgeted plan for the mine. The mining licence
for Sekisovskoye is valid until 17 July 2029.
The Teren Sai Project is made up of a number of
exploration targets in an area adjacent to the
Sekisovskoye mine site. In the most recent
licence application in 2022, the original licence
granted in 2016 for six years is to be extended
for a further 2 years to continue with the
exploration of the area with a view to bringing
the area into production in the near term. At
Teren-Sai the proved reserves amount to
0.8moz and probable reserves of 0.65moz. This
is based on one area that contains 4 breccia
bodies known as area No.2 for which the CPR
was obtained (see page 19 of the annual
report). This is the principal target for
exploration as the first stage of production will
be from this area.
Key achievements in 2022
The key highlights are documented below:
Financial highlights
Turnover increased in the year to US$62m (2021: US$50m).
34,499oz of gold sold (2021: 27,747oz).
Average gold price achieved (including silver), US$1,762oz,
(2021: US$1,803oz).
The Group made a profit before tax of US$13.4m (2021:
US$18.3m).
Adjusted EBITDA (Earnings before interest, tax, depreciation and
amortisation) of US$21.9m (2021: US$26.4m). This decrease was
due to significant costs incurred in the year for sponsorship and
consultancy, in total amounting to US$6.6m.
The Group obtained a further advance of US$40m from Bank
Center Credit for capital development.
The Group repaid borrowings of US$15m (2021: US$7.9m).
Operational highlights
Ore processed 527,000t, (2021: 571,000t)
Gold poured 34,023oz, (2021: 28,450oz)
Mined gold grade 2.17g/t, (2021: 1.97g/t).
Operating cash cost US$805/oz, (2021: US$649/oz).
Gold recovery rate 83.43% (2021: 83.05%).
Underground development & exploration
Transport declines 1 is at 50masl (2021: 117masl), transport
decline 2 is now also at 50masl (2021: 134masl).
Development of the shaft and tunnelling amounted to 6,699
linear metres, (2021: 6,209 linear metres)
Exploration drilling at Sekisovskoye amounted to 129,928 linear
metres (2021: 119,438 linear metres).
An extension to the mining licence for two years at Teren-Sai
has been applied for and is expected to be finalised in the
second half of 2023.
WELCOME TO ALTYNGOLD PLC
To read more about AltynGold plc
please visit our website www.altyngold.uk
1
AltynGold plc
Annual Report 2022
Sekisovskoye
The Sekisovskoye deposit is the Company’s flagship
asset and is located close to the village of
Sekisovka, approximately 40km from the north east
Kazakhstan regional capital, Ust Kamenogorsk. The
current licence expires in July 2029.
The mineral rights at Sekisovskoye are held by a
100% owned subsidiary of the Company, DTOO
GRP Baurgold, and the processing plant is owned
by a 100% owned subsidiary of the Company TOO
GMK Altyn MM.
The Sekisovskoye deposit was discovered in 1833
with surface mining taking place during the
periods 1833 to 1847, 1932 to 1935, and 1943 to
1946. From 1975 to 1986, a range of exploration
work was carried out. Between 1978 and 1982
“AltaiZoloto” of the Ministry of Non-Ferrous Industry,
KazSSR, mined the oxidised area of the ore body. In
2003, under Hambledon Mining’s ownership
(subsequently renamed to AltynGold Plc), further
exploration work was undertaken and gold
production from the mine and processing plant
commenced in 2008.
In 2019, the Company released the findings of the
mining consultant, Ernst and Young’s Competent
Persons Report on the mine, which demonstrated
substantial JORC reserves and resources, see
page 21 for further details. With new plant acquired
in 2020 the Company is ramping up to significantly
increase production. This will significantly increase
the number of oz of gold produced, with the aim of
achieving 100,000oz in the future. This will be
achieved by increasing output and accessing
higher grade reserves through the continued
development of the underground mine. The group
has obtained additional funding in 2023 to expand
the processing plant in order to increase its
production capacity, with the aim to move to
800,000tpa and gradually to 1mtpa.
1
Teren-Sai Ore Fields
In May 2016, the Company was awarded the
subsoil exploration contract to conduct
exploration testing at the Teren-Sai ore field for
the 6 year term, this expired in May 2022 and the
Company that holds the licence in Kazakhstan
has applied to extend the licence for a further
2 years. The licence is initially for further
exploration with the aim of bringing areas No.2.
into production in the near term.
The geological data that the Company acquired
indicates that there are at least fifteen mineralised
zones at Teren-Sai and this leads the Company to
believe that this project has the potential to
contain significant gold resources. A CPR was
conducted in 2019 in one of the areas (area No.2);
see the report on page 17. The Company is
continuing to validate the geological data by
twinning previous drill holes and undertaking
additional metallurgical testing on the other sites.
2
Strategic report
Strategic Report
..................................................................
1
to
20
At a glance
......................................................................................
IFC
Areas of exploration
......................................................................
1
Chairman’s statement
..................................................................
2
Chief Executive Officer’s review
..............................................
3
Financial performance
..................................................................
6
Market review and share price performance
................
7
Our strategy and business model
........................................
8
Principal risks and uncertainties
............................................
9
Non-financial and sustainability information
statement
..........................................................................................
11
Directors’ Section 172 statement
......................................
12
Corporate social responsibility
............................................
13
Mineral resources statement
................................................
17
Governance
Corporate Governance
..............................................
21
to
43
Corporate Governance statement
....................................
21
Board of Directors
........................................................................
24
Directors Report
............................................................................
27
Statement of Directors’ Responsibilities
........................
30
Audit Committee report
............................................
31
to
32
Remuneration Committee – Statement
......................
33
Annual remuneration report
................................................
34
Remuneration policy report
..................................................
38
Independent Auditor’s Report
..............................
39
to
43
Financial statements
Consolidated Income Statement
......................................
44
Consolidated Statement of Comprehensive
Income
................................................................................................
44
Consolidated Statement of Financial Position
..........
45
Company Statement of Financial Position
..................
46
Consolidated Statement of Changes in Equity
........
47
Company Statement of Changes in Equity
................
48
Consolidated Statement of Cash Flows
........................
49
Company Statement of Cash Flows
................................
50
Notes to the Financial Statements
......................
51
to
73
Notice of Annual General Meeting
....................
74
to
79
Company Information
..............................................................
80
CONTENTS
Areas of exploration
KAZAKHSTAN
Russia
Russia
1
2
Governance
Strategic report
Financial statements
AltynGold plc
Annual Report 2022
2
The Company had another successful year
increasing its sales output to 34,499oz, generating
a turnover of US$62m and a profit before tax of
US$13.4m.
The Company is advancing on its development
plan having successfully secured US$40m funding
at attractive terms. The ensuing objective is to
increase ore production to 760ktpa in 2023 as a
springboard to achieving 1mtpa thereafter in line
with the processing plant expansion planned for
2023 – 2024.
In conjunction with its development strategy, the
Company is closely monitoring and controlling its
carbon emissions. AltynGold currently ranks
among the lowest emitters according to
Kazakhstan’s environmental legislation. The Board
is continuing to develop plans and reviewing
technologies that will reduce future carbon
emissions.
The development of Teren Sai has been
progressing slower than anticipated but the
management is committed to continuing the
exploration programme and accelerating ore
extraction; initially open pit and then
underground. The mining license for an additional
two year term is in process and expected to be
granted in the second half of 2023. The
application for renewal is with the appropriate
government department for consideration, and
the delay has been due to checks to be
performed by the relevant government body on
the land to be returned that is not required for
commercial development. The checks have been
delayed until weather conditions improve on site,
but the Company sees no issues in progressing
the application once this has been done.
Looking forward, the Company is anticipating
solid growth. While higher interest rates and the
strong dollar may hinder the demand and price
of gold, the latter should be supported by
geopolitical turmoil. Indeed, professional
consensus forecasts see the gold price trading at
the US$1,800oz – US$1,900oz range. Although
Kazakhstan is not immune to the global
inflationary dynamic, this pressure should be
mitigated by the stronger dollar in which our
revenues are denominated.
With continuing positive operational
developments, it is hoped that the share price will
be more reflective of the Company’s progress and
its future prospects.
Finally I would like to conclude by thanking our
Board members and employees for their
unwavering support and I look forward to
another successful year.
Kanat Assaubayev
Chairman
5 May 2023
CHAIRMAN’S STATEMENT
3
AltynGold plc
Annual Report 2022
CHIEF EXECUTIVE OFFICER’S REVIEW
Overview
The company’s gold production increased 19.6%
with gold poured reaching 34,023oz, the highest
level since operations at Sekisovskoye mine
commenced. This was achieved despite the
setback of extreme weather which resulted in
abnormally low production of 527,000tpa of
processed ore which was mitigated by higher
grades of 2.17g/t and drawing on stockpile with
585,000tpa ore milled.
The budgets for the year ended 2023 have been
set to reach a run rate output of 760-800,000tpa
which is dependent on the commissioning of the
additional capex equipment as planned.
Following extensive drilling works at Teren-Sai, the
exploration area has been remapped versus the
original licence with areas that are no longer of
commercial interest returned to the government.
This process has slowed the licence renewal
which is now expected to be finalised in the
second half of 2023. In the interim, the Company
has put plans in place for further drilling and site
preparation pending the agreement on the new
licence details.
The Company entered into credit arrangements
with Bank Center Credit to finance the processing
plant expansion and the acquisition of new
mining equipment. While this financing was
completed in November 2022, the funds will only
be fully drawn in 2023. Concurrently, the
processing plant expansion work has already
commenced and substantial equipment
purchases were placed post year end, which
should result in higher level of ore production.
Mine development
The Company has continued its development at
Sekisovskoye in line with its mining plan. The
pace of development should further accelerate in
2023 as the US$40m funding is deployed for the
acquisition of new equipment and infrastructure
development. The majority of the new
equipment is expected to be in place during the
first half of 2023 (see note 27).
The principal development milestones achieved
during the period were:
Tunnelling and shaft sinking of 6,699 linear
metres, (2021: 6,209). This included 1,040 linear
metres at 150masl to open up further reserves
for exploration in 2023.
Blast hole drilling of 129,928 linear metres (2021:
119,438).
Exploration drilling was carried out and
amounted to 13,928 linear metres (2021: 18,943).
The exploration drilling was carried out at
horizons 174masl and 150masl along ore
bodies 11 and 5.
Underground development
Strategic report
Governance
Financial statements
4
AltynGold plc
Annual Report 2022
Backfilling of voids was carried out as the
declines are moving down and the blocks are
mined.
The principal mining operations in the period
were at ore bodies 6-8, ore body 5 and 11 at
horizons 117masl, 134masl, and 150masl.
Both transport declines have been developed to
50masl with expected continuation of this
development in 2023 as shown on the
underground map of the mine.
In order to continue safe mining operations and
enable efficient engagement with the local
environment, the following capital and
maintenance works were carried out at the mine
site and surrounding areas:
Connections were made to the local water
supply and maintenance carried out on the
water pumps.
The local stream was cleared and the bridge
giving access to the mine and the local village
repaired. The main roads were also repaired and
cleared during the winter season.
The Company undertook the repair of the local
stadium and park zones of the local village from
where the majority of the work force are hired.
Exploration – Teren-Sai
As mentioned above the Company is awaiting the
extension of the licence for a two year period,
therefore, only a limited exploration activity was
carried out. During the period, 2,000 linear metres
of exploration drilling were carried out.
A map of the proposed new exploration area is
shown below. The areas of interest are No. 2, 4 and
5 with area 2 being the first target of
development. A competent persons report was
conducted on this area, the results of which are
shown on pages 17-20. As noted previously, the
results from the test production obtained from
open pit workings for Area No. 2 indicated an
average grade of 1.8g/t.
The exploration work carried out in the period
under the original 2016 licence is as follows:
exploratory pneumatic percussion drilling of
1,352 wells, with a total volume of 67,581
running meters;
core drilling – 74 wells, with a total volume of
18,360 running meters;
sludge sampling – 33,791 samples;
core sampling – 18,350 samples.
Based on the results of prospecting work
conducted during the reporting period, three
prospective areas for the discovery of gold
mineralisation were identified in the ore field areas
Nos. 2, 4 and 5.
CHIEF EXECUTIVE OFFICER’S REVIEW
continued
The key production figures are shown below:
Mining results ore extraction
2022
2021
Ore mined
T
527,231
571,035
Gold grade
g/t
2.17
1.94
Silver grade
g/t
1.78
1.81
Contained gold
oz
36,835
35,580
Contained silver
oz
30,233
33,296
Mining results processing
2022
2021
Crushing
T
574,614
534,426
Milling
T
585,480
541,576
Gold grade
g/t
2.17
1.97
Silver grade
g/t
1.64
1.63
Gold recovery
%
83.43
83.05
Silver recovery
%
72.87
73.54
Contained gold
oz
40,782
34,258
Contained silver
oz
30,927
28,408
Gold Poured
oz
34,023
28,450
Silver poured
oz
22,538
20,891
Other geological operations (development of
design documents, work, etc.).
The exploration activities are aimed at obtaining
sufficient geological data to make a preliminary
estimate of mineral resources, which will be
followed by production.
Capital requirements
The Company raised a US$40m facility in order to
fund its capital requirements for 2023 as detailed
in the table below:
The principal focus will be on capacity expansion
which entails upgrading the processing plant and
infrastructure. An extra grinding mill and new
underground mining equipment will also be
added. The mill is expected to be installed with
minimal disruption to existing operations in 2023
with the capex program extending into 2024.
Regarding Teren-Sai, the current capex budget
foresees continuation of exploration at the site
In area No. 2, 25 major ore intersections were
identified in 7 wells. In area No. 4, 15 major ore
intersections were identified in 6 wells. In area
No. 5, 14 major ore intersections were identified in
14 wells.
The main tasks relating to the updated licence
consists of the following geological and
geophysical works:
topographic and geodetic works;
drilling of core wells;
logging works;
testing;
laboratory and analytical work;
Topographic tie-in of the 133 wells to be drilled;
Geophysical research in 1,995 linear meters wells;
Drilling operations (core inclined drilling) with a
volume of 39,900 linear meters;
Laboratory work on 50,474 samples;
Projected capital expenditure
Total
2023
2024
US$m
US$m
US$m
Prospect drilling
4
2
2
Underground development
19
8
11
Infrastructure
2
2
Ore handling facilities
17
11
6
Process plant incremental expansion
2
1
1
Total
44
24
20
5
AltynGold plc
Annual Report 2022
pending the approval of the updated
development plan. Further advancement of the
project will subsequently depend on raising
additional funding.
Longer term plan
The budget for 2023 foresees ore production
increasing to a run rate 760,000-800,000t per
annum in line with the projected expansion of
the processing plant in the second half of 2023.
The drilling and exploration targets for
Sekisovskoye are set at a similar level to the prior
year with continued development of the declines
in order to access further reserves.
Development plans relating to the open pit
operations at Teren-Sai are awaiting approval and
require a minimal capital budget, as the Company
has the necessary equipment in place to
commence site preparation.
The total capital required as outlined above
amounts to US$44m and will be largely met from
funds raised in the year. Additional capital will be
injected as necessary if funding allows.
The current tailings dam has capacity until 2025
for the planned production hence it will be
reviewed for upgrade and redevelopment during
2024.
Map of Area – Teren-Sai
Strategic report
The scheme of the contract territory with a return site and 3 sites for evaluation works with an area of 4,489 sq.km
Governance
Financial statements
6
AltynGold plc
Annual Report 2022
The production results at Sekisovskoye are
encouraging with the investment in capital and
more efficient working practices increasing the
key figures of mineral processing towards target
levels. Further investment is planned, with the
funds received from Bank Center Credit to
increase the capacity of the process plant. As this
will be an add on to the existing structures there
is no disruption anticipated while the works are
being carried out to implement the upgrades.
Ore mined totalled 527,000t which was lower
than the previous year due to extreme weather.
Part of the shortfall was covered by stockpiles
from prior years.
Gold poured increased 19.6% to 34,023oz (2021:
28,450oz). Recovery rate also improved to 83.43%
(2021: 83.05%).
During 2022, the Company sold 34,499oz of gold
(2021: 27,747oz) at an average price US$1,762per
oz (2021: US$1,803). As such, revenue expansion
was solely driven by volume increase in
production. The Company budgets a medium
term price range of US$1,700 – US$1,800. The
total Company’s output was taken by the Kazakh
national refinery, in line with the long standing
off-take agreement. As in previous years, sales
were translated using the spot US$ exchange rate
at the point of sales.
The total cash cost of production which includes
administrative costs but excludes depreciation
and provisions amounted to US$1,160/oz, (2021:
US$834/oz). The operating cash cost excluding
administrative costs amounted to US$805/oz
(2021: US$649/oz). The increase in the total cash
cost was as a result of significant additional
administrative costs as explained below.
The administrative costs have increased by
US$6.6m mainly as a result of one off items. The
Company sponsored projects worth US$3.6m for
the benefit of the community in line with central
government recommendations. These related to
a project ongoing from the prior year for the
provision of a library at the university that the
Company contributed towards. A further US$3m
was spent on mine upgrade, ecological research,
carbon offset programmes and climate change
reporting. An aspect of this was to investigate if
the Company would be able to sell any unused
carbon foot print to other companies. The
expenditure on these projects is expected to
decline in the forthcoming 2023 period.
The Company realised a gross profit of US$29.3m
(2021: US$27.8m) and net profit before tax of
US$13.4m (2021: US$18.3m).
Adjusted EBITDA decreased to US$21.9m (2021:
US$26.4m) as a result of the non-recurring
increase in administrative costs identified above.
Details of the calculation are shown in note 13 of
the financial statements.
Cash at year end was US$116,000 (2021:
US$3.6m). Funds utilisation included US$9.7m
change in working capital following significant
prepayments for equipment, US$6.4m bond and
other loans and interest repayment net of new
loans and US$9.2m capital additions. The
Company raised funds post year end from the
issue of a Bond on the Astana International
Exchange, raising US$9.4m.
FINANCIAL PERFORMANCE
Revenue (US$m)
US$62
2022
62.0
2021
2020
Annual gold poured (oz)
34,023
2022
28,450
34,023
2021
2020
Operating cash cost of production (US$/oz)
US$805
2022
805
2021
2020
EBITDA (US$m)
US$21.9
2022
21.9
2021
2020
Net assets (US$m)
US$62.2
2022
62.2
2021
2020
17,028
30.0
50.0
800
649
13.5
26.4
35.3
55.2
Annual gold sales (oz)
34,499
2022
27,747
34,499
2021
2020
16,535
7
AltynGold plc
Annual Report 2022
5,000
7,000
9,000
11,000
13,000
15,000
17,000
19,000
21,000
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
FTSE 350 Mining Index
MARKET REVIEW AND SHARE PRICE PERFORMANCE
Commentary
AltynGold share price commenced the year at a
level of £1.14 and currently trades in the range of
£1.30-£1.40. The Company fundamentals are
strong with growing turnover, solid balance sheet
and a fully funded capital expenditure
programme for the upcoming period. The Board
is pleased to see the share price recovering but
maintain the view that the company remains
undervalued given its future growth prospects. In
particular, the Company outperformed the
FTSE 350 mining index in the period and the
directors expect further re-rating given strong
fundamentals and growth expectations.
In addition to increasing production, a key factor
for the Company’s performance is the strength of
the gold price and the USD/KZT exchange rate.
The charts below indicate that the fundamentals
of both have remained strong during the period.
Gold started the year at US$1,800oz and finished
at US$1,826, rising at one point to over
US$2,000oz. During 2022, the Company’s average
sales price was US$1,798oz resulting in overall
turnover of US$62m. As at the end of March 2023,
gold was trading in the range of US$1,900oz to
US$1,950oz. Given current trading dynamics, it is
expected that the average gold price to be
achieved in the forthcoming period will be
higher.
The other key factor is the performance of the US
Dollar against the Kazakh Tenge. USD/KZT
exchange rate averaged 460 over the period,
starting the year at 435 and ending at 462. At the
end of March 2023, USD/KZT was around 450,
benefiting the company given that a large part of
its cost base is denominated in Kazakh Tenge
while its revenues are earned in dollars.
Assuming the current dynamics hold and a
prompt execution of the capital programme, the
ensuing growth in production should result in
stronger share price growth in the future.
50
60
70
80
90
100
110
120
130
140
150
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
ALTN p per share
1,500
1,600
1,700
1,800
1,900
2,000
2,100
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Gold price US$/oz
400
420
440
460
480
500
520
540
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
KZT/USD
Strategic report
Governance
Financial statements
8
AltynGold plc
Annual Report 2022
Our business model is two-pronged, consisting in the continued
development of the flagship high grade underground Sekisovskoye
mine while seeking further growth opportunities at the adjacent
Teren-Sai Ore Fields. For Sekisovskoye, the short term target is to
reach an annual ore extraction level of 800,000t, which will be
further increased to 2mt over the longer term. For Teren-Sai, drilling
tests have already indicated grades of 1.8g/t which paves the way to
open pit mining operations. In combination, our strategy aims to
achieve a longer term target of 100,000oz annual gold production.
In addition the Company is always evaluating other projects to
complement existing operations with selective acquisitions.
The business strategy rests on four pillars:
Mining –
The Company has a proven track record with its successful development of the Sekisovskoye
mine. We intend to continue the expansion of Sekisovskoye mine in the most cost effective and
efficient manner, while moving Teren-Sai to the production phase; initially open pit then underground.
Development –
The underground mine and processing facility need to be further developed in order
to access significant ore reserves at increased depth which should extend the life of the Sekisovskoye
mine. The development of open pit operations at Teren-Sai should allow an increase in production
towards 100,000oz annual gold production target.
Exploration –
The Company has been conducting extensive exploration at the Teren-Sai site with the
completed CPR and extraction of test production yielding good results. The Company is moving
towards the development stage in 2023.
Growth –
We are committed to adding value to our shareholders by setting solid foundations for
future production growth. As such, we frequently evaluate investment opportunities in Kazakhstan
and Central Asia in case of potentially synergetic additions to our core assets.
Development
Exploration
Growth and
Evaluation
Mining
OUR STRATEGY AND BUSINESS MODEL
Develop
Continue to develop our high
grade underground mine
at Sekisovskoye
Grow
Production and asset
base growth via the highly
prospective Karasuyskoye
Ore Fields
Progress
Continue to grow
9
AltynGold plc
Annual Report 2022
Strategic report
The Company has reviewed the principal risks associated with the development of the Company, and there has been no material changes in the level or likelihood
of the risks. The Company has considered the current situation in relation to COVID-19, the effect of environmental factors, and the current political and economic
environment, details of which are noted below:
Risk
Mitigation
Encountering technical difficulties in further developing the underground mine at
Sekisovskoye and developing the site at Teren-Sai to bring the prospective exploration site
into production, would be negative for the future of the Company. To mitigate this, the
Company uses external consultants as appropriate to provide technical assistance when
required, and works to a mine plan and budget that is regularly checked and updated. The
current test production at Teren-Sai indicates that the production of dore from the site is
technically feasible. A production plan in relation to future development of the site is being
prepared.
Failure to achieve production estimates
Failure to achieve production estimates could arise due to various circumstances, not least
the mining issues, processing plant issues and breakdowns, and political and other
disruptions. Given that Company revenues are dependent on producing gold and silver from
the Sekisovskoye mine, failure to achieve production targets would adversely affect the
Company’s profitability and ability to generate cash. The Company mitigates this risk by
careful operational planning and detailed technical appraisal work, as well as regular
maintenance work.
The Company’s management has analysed the risks and uncertainties and has in place
control systems that monitor daily the performance of the business via key performance
indicators. Certain factors are beyond the control of the Company such as the fluctuations in
the price of gold and possible political upheaval. However, the Company is aware of these
factors and tries to mitigate these as far as possible. In relation to the gold price the
Company is pushing to achieve a lower cost base in order to minimise possible downward
pressure of gold prices on profitability. In addition it maintains close relationships with the
Kazakhstan authorities in order to minimise bureaucratic delays and problems.
Fiscal changes in Kazakhstan
Given that Altyn operates solely in Kazakhstan, the Company is naturally at risk of adverse
changes to the fiscal regime in the country. Kazakhstan is a relatively young country and
there have been fiscal changes in recent years, in some cases related to the mining industry.
However, the country is outward looking and committed to attracting foreign direct
investment. Kazakhstan has hosted international exhibitions and sporting events, and is
positively encouraging investment, including relaxing visa requirements. We therefore
believe that the Kazakh government is aligned with potential foreign investors and would be
very cautious in implementing any fiscal changes which could deter investment. Recent tax
audits of the subsidiary companies have not revealed any material discrepancies. The
Company has consulted with the tax authorities and provided all necessary information as
and when required, and will seek expert tax advice as and when necessary.
No access to capital
Funding Sekisovskoye – in order to continue with the underground development at
Sekisovskoye, the Company must incur additional capital expenditure. The capital raised
recently has provided sufficient investment for the Company to move towards its medium
term target of 850kt. In order to develop the site at Teren Sai and Sekisovskoye to their full
potential the Company is dependent on cash from external sources to develop the mine
after this point and therefore its future is at risk if funds from these external sources are
unavailable. The Company is developing a number of lines of funding to provide the
required level of funding. The Assaubayev family, which owns the majority of the shares
through its vehicle, African Resources, has invested in and provided loans to the Company in
the past and is keen to see the Company succeed. However, without further external
funding to complete the underground mine, production would proceed at a much slower
pace. The Company is looking at a number of avenues to raise the necessary funds when
required.
Technical difficulties developing the underground
mine at Sekisovskoye and exploration site at Teren-Sai
PRINCIPAL RISKS AND UNCERTAINTIES
Strategic report
Governance
Financial statements
10
AltynGold plc
Annual Report 2022
Risk
Mitigation
Commodity price risk
The Company generates its revenue from the sale of gold and silver that it has produced.
While the Company has no control over commodity prices, it is in a fortunate position of
having a very robust mine and development project in Sekisovskoye that can withstand
prolonged weak precious metals prices. The Company is significantly increasing production,
once further equipment is obtained. The lower resulting cash cost of production will provide
a significant buffer from failing commodity prices.
Inflationary & Currency risk
Inflationary pressures are increasing throughout the world leading to higher commodity and
overhead costs. In Kazaksthan this is balanced by the fact that some costs are paid in
Kazakh Tenge, but the revenues are earned in dollars.
The US Dollar has been appreciating against the Kazakh Tenge again this year moving from
last year’s closing level of KZT430 to current levels of KZT460. As the revenue is generated in
US Dollars any strengthening of the US Dollar against the Kazakh Tenge will favour the
Company. In addition the Company has a relatively low cost of production, and as noted
above a number of costs are being met locally in Kazakh Tenge.
Reliance on operating in one country
Currently all of the Company’s mining assets are in Kazakhstan. The Company believes that
Kazakhstan has significant future mineral potential, hence the choice of jurisdiction. The
Company makes it its business to be well informed of any in-country changes which may
adversely affect the business. While the Company knows and understands Kazakhstan well
and hence has a strong position in-country, it has stated that it would look at other
opportunities in the future within the Central Asia region and this may mitigate risk.
Altyn’s reliance on one operation
Currently, the Company only generates revenue from one mine – Sekisovskoye. The Group is
actively exploring its adjacent property, Teren Sai, with a view to developing this asset to
achieve production in the future, and in this respect recently completed a CPR on one area
known as area No.2 within the exploration site containing 4 breccias ,and also recently
obtained the results of the test production which were positive.
Political uncertainties
There was some disruption and unrest in Kazakhstan in the early part of the prior year, but
recent government policies appear to have helped stabilise the country. There are also the
continuing imposition of sanctions on Russia. In relation to the first point the Company
maintains good relations with its workforce which is sourced locally near the mine and is
largely insulated from the disruptions in the major cities. There have been no issues with
supply chains, and the Company maintains a good communication with its suppliers to
ensure any issues are highlighted and dealt with early.
In relation to the second issue the Company currently has no reliance in terms of trade or
funding from Russia. Plans have been adapted and the consumables purchased from
Russian companies have been switched to alternative sources, procedures have been
reviewed and relevant departments notified to ensure that no sanctions are breached and
no reliance is placed on future trading/financing from Russia. The country is currently in
compliance with the sanctions regime that is being applied to Russia.
The Company will keep the situation under review.
Health, safety and environmental issues
The Company is aware of its obligations to all stakeholders in relation to maintaining a safe
work environment. It liaises on a regular basis, with the authorities and monitors and reports
on a regular basis key environmental indicators such as air and water quality. There were no
reporting incidences or accidents in the year at the mine. The Kazakh authorities have
recently reviewed and updated the environmental code in Kazakhstan. This has imposed a
number of new regulations and requirements on the Company. The Company has reviewed
its obligations under the code to ensure that it monitors and complies with the new
requirements.
The Company is also aware of its longer term obligations in relation to reducing its carbon
footprint and aims to ensure that this is considered in its decision making processes and the
impact and costs to the wider environment. In this regard it has set up a board committee to
monitor and progress its obligations.
PRINCIPAL RISKS AND UNCERTAINTIES
continued
11
AltynGold plc
Annual Report 2022
Strategic report
The Company has reviewed the principal risks associated with climate change and sustainability, covering the physical risks associated with the climatic change of
higher temperatures and changing weather patterns, and the transition risks associated with a move to net zero in terms of new technology and working
practices.
As required by The Companies (strategic report) (climate related financial disclosure) Regulations 2022, and the listing rules, the Company’s actions have been
mapped against the recommendations as developed by the task force on climate-related financial disclosures (TCFD).
From the initial analysis the Company has not set targets or KPIs to review the impact of actual or potential climate related risks as the impact on the Company in
terms of physical and transition risk are not deemed material at this stage to its business model from the internal reviews conducted. In terms of supply chain risks,
these are also not considered critical as the Company has a policy of maintaining sufficient quantities of spares and consumables for its operations to continue
operations until alternative supplies can organised.
Governance arrangements in assessing and managing climate-related risks and opportunities
The Company see this issue, as does the wider community, as growing in importance. In 2022 it appointed two independent Non-Executive Directors to oversee
the Company’s compliance with local environmental laws, and to assess the impact of climate change and the move to net zero on the Company. The
two Directors, Maryam Buribayeva and Vladimir Shkolnik, have received initial reports on the Company’s current environmental approach and plans to move
towards net zero which are outlined below.
Process of identifying and assessing climate-related risks and opportunities identified and integrated into the overall operations of Company’s
management process
As the Company operates in a sensitive environmental industry in Kazakhstan it has a dedicated environmental department that deals with its obligations under its
mining licences. This department has been charged with the remit of assessing the impact of any climatic changes that may occur in the future on the operations
of the Company, together with the consideration of the risks and opportunities of the transition of the Company to net zero.
As part of this process the Company will consider the future plans in relation to development of the mine at Sekisovskoye and the exploration site at Teren-Sai. This
will cover as part of the review purchasing of equipment and resources, development of the infrastructure, transport of materials to and from the site, energy
usage, dealing with rehabilitation of the site in the future. At present this is being considered through internal evaluations. The Company has also been utilising
external consultants to aid the Company in its evaluation processes.
Principal climate-related risks and opportunities
Physical risks
The two mining trading subsidiaries are both operating in Kazakhstan.
Kazakhstan is a land locked country. In the interior of the continent it experiences extremes in temperatures ranging from -30c to +30c in Sekisovskoye where the
mine is operational. Any impact in relation to changes in the climate are not expected to impact the operational capabilities of the Company as it already operates
in an extremely challenging environment.
In Almaty and Astana which are the administrative centres of the Company the temperatures are not so extreme, and there would be expected to be minimal
operational impact on the Company from physical changes in the environment.
Transition risks of moving to lower carbon technology
Risk type
Risk
Opportunity
Policy
Technology
Legal & reporting
Reputational
The regulations in the country may change, which results in
additional administrative costs and also impacts production.
Use of government grants, incentives and support to switch
to low carbon equipment.
New machinery may need to be acquired with a lower
carbon technology, with impacts in relation to lead times,
installation and training. High polluting assets may be
retired early, with consequent knock on to further costs for
replacement assets.
The newer machines will provide a cleaner working
environment for the workforce.
Increased reporting requirements, the use of resources
internally and possibly externally to fulfil reporting
requirements.
Greater awareness of the challenges facing the Company
and the wider community with regard to climate change.
The move to a low carbon economy, and investor and wider
public sentiment moving against those seen as high
polluting companies may affect the ability of the Company
to train and recruit people and ultimately result in a lowering
on the value of the Company. As well as a reduction in
demand from both investor and shareholder interest.
Embrace plans to review and move to low carbon working
practices at all levels of the organisation including Company,
customer and supply chain levels.
NON-FINANCIAL AND SUSTAINABILITY
INFORMATION STATEMENT
Strategic report
Governance
Financial statements
12
AltynGold plc
Annual Report 2022
Statement by the directors in performance of their
statutory duties in accordance with s172 (1)
Companies Act 2006.
The Board of Directors of AltynGold Plc both
individually and collectively act in the way they
consider in good faith would be most likely to
promote the success of the Company for the benefit
of its members as a whole (having regard to
the stakeholders and considerations set out in s172 (1)
(a-f ) of the Act). In decisions taken to the year ended
31 December 2022, we would reference our approach
to our business plan, social and corporate
responsibility and the supporting control environment
which deliver good outcomes for the company and
wider stakeholders. In achieving this, the following
areas are highlighted:
The Company maintains good lines of communication
with the workforce and relevant government bodies,
and there have been no material disruptions in the
year.
In making their decisions the Board carefully assessed
the future long-term aim of growing the Company. It
has made its decisions balanced against the need to
maintain safe working practices for its employees,
achieving the increase in production capacity at a
reasonable cost of capital, being aware of the
environmental consideration and to obtain a good
return to shareholders.
The Board has maintained regular contact with its
principal customer and suppliers, as well as
cooperating with the national and regional authorities
to ensure all regulatory and legal requirements were
met. Regular contact has also been maintained with
bankers and suppliers on a personal level and with its
refiner. Shareholders have been communicated with,
through the online messaging services and the
website where presentations and Company
broadcasts are available. The Company AGM also
provides a portal where shareholders will be able to
physically attend and ask any questions that they may
have.
The Board made the following key decisions in the
year;
a)
Our Company’s plans were designed to have a
long-term beneficial impact on the Company and
to contribute to the success in delivering the
business of exploration and developing and
operating a mine to produce gold and other
precious metals as outlined in our strategy and
business model on page 118, and in relation to our
longer term plan in the Chief Executives’ report on
page 3. We continue to operate our business
within a structured control environment and
comply with all necessary regulated requirements
necessary to maintain the operating licences. Key
decisions in the year were:
In order to progress the development plan and
provide funding to increase the capacity of the
processing plant, further funds were obtained
from Bank Center Credit during the year.
The contract with the subcontractor
responsible for the extraction of ore and capital
development of the underground mine was
continued and will be renewed.
The terms of the licence at Teren-Sai were
renegotiated with the relevant authorities in the
year, and this is expected to be renewed in the
second half of 2023.
The management renegotiated the off take
agreement with its principal customer, detailing
the quantity of dore to be supplied and
payment terms for the period to December
2023.
Post year end in April 2023 further funding was
raised from a US$10m bond at a coupon of
10.5% (US$9.4m net of expenses) on the Astana
International Exchange (AIX).
b)
Our employees are fundamental to the delivery of
our business. AltynGold wants to build teams that
are loyal and committed to the long term success
of the Company and create a pleasant work
environment where all employees can thrive. We
have put steps in place for workforce engagement,
training and development, employee networks,
and regular communication updates with senior
management. During the year the company has
worked closely with its employees and local
authorities at both head office and the mine site to
ensure that the staff were able to engage in the
Company’s activities in a safe working
environment.
During the year the Company recognised its wider
responsibilities to the wider community and
assisted the development of the local community
infrastructure, as well as supporting government
led initiatives for the wider benefit of residents of
Kazakhstan.
c)
At AltynGold, we think about the implications of
our decisions on everyone in our Group, our
industry and our community, because we are
committed to building a sustainable business with
a legacy we can all be proud of. Our success
depends on our relationships with employees, a
network of experts, customers and suppliers
beyond our business.
The majority of the workforce live and work in
Sekisovska village located next to the mine. The
Company is aware of the need to foster good
relationships with the local community and try to
engage with them, keeping them informed of the
business activities.
All of our activities are informed by appropriate
engagement with stakeholders to gain an
understanding of our operating environment and
the market in which we operate. At present the
Company has a single customer for its gold output
as regulated by the Kazakh authorities and it
complies with all requirements for timings and
deliveries as appropriate. We value our suppliers
and maintain regular communication with them.
The Board has regular meetings with key
equipment suppliers, principal consumable
suppliers and its sub-contractors to agree contract
terms and to discuss any issues that may have
arisen. It has also established a good line of
communication with its principal finance providers
at the bank and AIX, to ensure that operations run
smoothly and they are kept abreast of Company
developments.
d)
Our plans take into account the impact of the
company’s operations on the community, the
environment and wider societal responsibilities,
some of which are mandated by government
legislation but others are taken up by the Company
voluntarily. The Company was able to grow
employee numbers, aiding and supporting the
local community in which the mine is the key
employer.
Further details on this and the Company’s impact
on the environment are as detailed in the
corporate Social Responsibility report on page 13.
AltynGold aims to ensure that it plays a responsible
part in society as a whole. We also evolve and
adapt as regulation changes and public interest in
emerging issues grow. The plans the Company has
developed helps it to stay focussed and make an
impact and, it is keenly aware of the mine’s
environmental impact and the dangers of not
staying focused. It ensures the Company is
pragmatic and consistent, and using local
resources and people as necessary. There are
regular checks made on the environmental
parameters by independent third parties and
government departments. No issues were
highlighted in the year. See further details in the
Corporate Social Responsibility Report on page 13.
e)
The Board of Directors’ intention is to behave
responsibly and ensure that the business operates
in a responsible manner within the high standards
of business conduct and good governance: Our
Company ensures that we meet standards
expected by our Regulators in order to ensure that
our license to operate is maintained. The Company
has regular contact with the environmental
authorities to ensure the Company complies in all
aspects with the government standards required
for the operation of the mine in Kazakhstan.
There is a policy in place for whistle blowing and
this ensures that employees feel empowered to
raise concerns in confidence and without fear of
unfair treatment. Employees can report
anonymously any areas that are of concern to the
compliance officer in charge of monitoring fraud,
money laundering and bribery.
The Audit Committee as a whole ensures that the
processes in place are adequate.
f)
We aim to act fairly between members and act for
all shareholders. The Company does have a
controlling shareholder. However, their conduct is
controlled by a relationship agreement which aims
to ensure that they act in a fair, transparent and
responsible manner. All shareholders are welcome
at the Annual General Meeting to express their
views. The Company website has a facility to obtain
regular feedback from all shareholders.
DIRECTORS’ SECTION 172 STATEMENT
13
AltynGold plc
Annual Report 2022
CORPORATE SOCIAL RESPONSIBILITY
Human resources
The workforce at the Sekisovskoye mine site
averaged 337 in the year (2021: 333), while the
administration staff increased slightly at 89 (2021:
80). The total number of employees at the year end
was 426 (2021: 413).
The Company remains committed to the local
village, employing 80% of the population of the
Glubokov district in East Kazakhstan region in
which the Sekisovskoye and the Teren-Sai deposit
are located.
As in the prior year outsourced labour is still being
utilised, but their role is now being limited to
specific operations related to the development of
the mine and ore production.
Human rights
Whilst the Company does not have a specific human
rights policy, it does have policies such as Equal
Opportunities and an Anti-bribery policy that adhere
to internationally proclaimed human rights principles.
Employment policies and diversity
The Company has an equality and diversity policy
and has communicated it to its employees in a formal
manner after consultation with the local authorities. It
is fully supported by senior management and
employee representatives. The policy is monitored
and reviewed annually to ensure that equality and
diversity is continually promoted in the workplace.
The aim is to ensure that all employees and job
applicants are given equal opportunity and that our
organisation is representative of all sections of society.
Each employee will be respected and valued and
able to give their best as a result. This policy reinforces
our commitment to providing equality and fairness
to all in our employment and not provide less
favourable facilities or treatment on the grounds of
age, disability, gender, marriage and civil partnership,
pregnancy and maternity, race, ethnic origin, colour,
nationality, national origin, religion or belief, and
sexual orientation.
The Company provides the following to staff:
A medical station available to all employees.
Free provision of canteen facilities.
Bonuses/awards to staff as merited.
The Company is opposed to all forms of unlawful
and unfair discrimination. All employees, no matter
whether they are part-time, full-time, or temporary,
will be treated fairly and with respect. The
Company will enforce current work practice and
work within the spirit of the law. When selecting
candidates for employment, promotion, training, or
any other benefit, it will be on the basis of their
aptitude and ability.
The policy will aim to create an environment in
which individual differences and the contributions
of all team members are recognised and valued to
create a working environment that promotes
dignity and respect for every employee. To not
tolerate any form of intimidation, bullying, or
harassment, and to discipline those that breach this
policy. To make training, development, and
progression opportunities available to all staff. To
promote equality in the workplace. To encourage
anyone who feels they have been subject to
discrimination to raise their concerns so we can
apply corrective measures. To encourage
employees to treat everyone with dignity and
respect. We regularly review all our employment
practices and procedures so that fairness is
maintained at all times.
Employee involvement
Members of the management team regularly visit
subsidiaries and discuss matters of current interest
and concern with members of staff.
Gender diversity
Male
Female
Total
2022
325
101
426
2021
322
91
413
The table above shows the staff employment by
gender. The Company places a great deal of
emphasis on gender equality and diversity. At
present there are 26 women in senior management
positions (2021: 23), male senior managers in 2022
were 40 (2021: 38, including Directors).
Company environmental checks
Each of the Company’s facilities as is required by
the government authorities was environmentally
monitored on a quarterly basis by accredited
outsourced companies. This included the following
checks which were all within environmental
standards set:
Checks were made on the water at surface and
sub-surface levels to ensure that it was within
safe limits, within both the production site and
the tailings dump site – no incidences were
noted during the year and as at the date of this
report.
Checks were regularly made on the air quality at
the production site, to include testing of the air
extraction systems at the crushing and grinding
plant, laboratory and transfer conveyors.
Appropriate repairs were carried out during the
year if there was any deviation from the
accepted norms – no incidences noted.
Soil samples were analysed at the tailings
dumps to ensure that there were no adverse
effects on the environment – no incidences
noted.
Of primary importance to the Company is to
ensure that the tailings dam and water discharges
are within environmentally safe limits. The facility
Strategic report
Governance
Financial statements
14
AltynGold plc
Annual Report 2022
has a system in place that provides treatment and
discharge of mine water into the surface reservoir –
quarterly testing is done to ensure all required
standards are met. This is reported to the
authorities on a quarterly basis, again there were no
incidences to report.
The Company has systems to control the
processing of waste in a controlled and
environmentally complaint manner. All household
waste produced is disposed of to specialised landfill
sites. Tyres are temporarily stored prior to removal
to a specialised site. Hazardous waste such as
Mercury is carefully sent for recycling as are plastic
waste from plastic packaging and other plastic
waste from pipes, cuttings and geomembrane to
reduce the amount being sent to the landfill sites.
Metal scraps and exhausted oils are recycled as far
as possible on the production site.
The Company is continuing to refine and develop
its environmental management systems,
particularly in light of the new government
imposed environmental laws. The impact of these
have been considered in detail on the future
operations of the Company.
Health and safety
AltynGold is pleased to report that during 2022 there
were no accidents at the Sekisovskoye mine. The
Company maintains its first aid rooms to the highest
standards and ensures that rescue contracts are in
place for employees in the event of an emergency.
Our community
The support of the local community is key to the
success of the Company, and the various initiatives
and projects have been undertaken to ensure that
the success of the mine is of benefit to all parties. This
is regarded as an ongoing commitment by the
Company to the local community and has been
formalised in a memorandum of co-operation by the
Company with the authorities of the rural district. The
company regularly contributes to local projects and
participates in local events. Some of the activities that
the Company participated in the year are as noted
below:
The Sekisovskoya region in winter has very large
snow drifts, the Company regularly clears the road
and access paths at Sekisovska village.
Assisting in the regeneration of the local area and
redevelopment of green spaces.
Assisting in anti-flood measures and clean up
operations.
Participating and providing gifts for children of the
local community and two orphanages in the local
area.
Assisting and providing food for the elderly and
pensioners in the local community.
Climate change and our approach to the
environment
The Company’s policies outline our commitment to
environmental responsibility. Safeguarding the
environment and training our employees to
minimise the environmental impact of our activities
are important aspects of our business. We remain
committed to achieving the highest environmental
standards.
CORPORATE SOCIAL RESPONSIBILITY
continued
15
AltynGold plc
Annual Report 2022
Strategic report
The Company has reviewed its obligations under
the guidelines and framework as noted with in the
Task Force on Climate-related Financial Disclosures
(TCFD). The framework has been devised to allow
companies to disclose the potential and actual
impacts on the business of climate-related risks, see
report on page 13.
As part of the review the Company has assessed
the impact of the new environmental code in
Kazakhstan that may have an impact on the
operations, finances and reporting required by the
Company. The Company currently has an
environmental and ecology department that
monitors and reports on a regular basis to the
relevant authorities on air, water and soil
contamination levels.
The new environmental code became effective in
Kazakhstan last year. It moves the issues of climate
change to the top of the agenda, providing
guidance together with a penalty regime for
non-compliance. The main points are listed below:
Environmental violations are to be assessed over
much longer period of 30 years.
Each Company is to be designated to a category
based on the potential impact on the
environment. Baurgold has been designated to
the first category, and Altyn MM to the second.
There are more stringent controls on the
first category.
The enterprises in category one are obliged to
accept the best available technologies on a list
that is approved by the government authorities,
and failure to do so will result in penalties.
The government has introduced a scaled
increase in the charges for environmental
pollution, from 2025 they will double, doubling
again from the level in 2025 in 2028 and again in
2031 from the level in 2028.
It is recommended that large polluters in
category one (producing CO
2
in excess of
500 tonnes) implement automated monitoring
systems, Baurgold currently emits approximately
50 tonnes of CO
2
.
Fines and penalties have been increased as well
as the use of only licensed waste carriers.
From a review conducted by the Board the
Company has complied with the requirements of
the environmental law as outlined above. The
Board remains committed to reduce its carbon
footprint and will keep this constantly under review.
Greenhouse gas reporting
The calculations are prepared by an external
consultancy and are approved by the Minister of
Environmental Protection in Kazakhstan, which has
strict guidelines and statutory requirements in
relation to the measurement of emissions. The
emissions as recorded below relate entirely to the
Company’s activities in Kazakhstan. The head office
function in the UK has a very small carbon
footprint.
The Company’s emissions by scope
The Company’s emissions by scope
Tonnes CO
2
Tonnes CO
2
Scope
Source
2022
2021
Scope 1
Plant
4,120
3,919
Scope 2
Electricity
1,669
1,657
Scope 3
Other equipment
11
11
Total
5,800
5,587
Intensity 1
Tonnes per CO
2
Per US$ of revenue
0.000055048
0.000111096
Intensity 2
Tonnes per CO
2
Per oz of gold produced
0.168
0.201
The energy consumption used to calculate emissions was 150,272 kWh (2021: 136,905 kWh)
Strategic report
Governance
Financial statements
16
AltynGold plc
Annual Report 2022
Greenhouse gas emissions (GHG), are classified as
either direct or indirect and which are divided
further into Scope 1, Scope 2 and Scope 3
emissions. Direct GHG emissions are emissions from
sources that are owned or controlled by the
Company. Indirect GHG emissions are emissions
that are a consequence of the activities of the
Company but that occur at sources owned or
controlled by other entities.
Scope 1 emissions
Direct emissions controlled by the Company arising
from plant.
Scope 2 emissions
Indirect emissions attributable to the Company due
to its consumption of purchased electricity.
Scope 3 emissions
Other indirect emissions associated with activities
that support or supply towards the Company’s
operations.
CORPORATE SOCIAL RESPONSIBILITY
continued
17
AltynGold plc
Annual Report 2022
Overview
Ernst and Young Advisory Services (Pty) Ltd (“EY”)
were commissioned by the directors of AltynGold
Plc (“Altyn”) in 2019 to prepare Independent
Competent Persons’ Reports (“CPR”) on the
Sekisovskoye Gold Mine (“the Sekisovskoye Mine”)
and Teren-Sai gold project (“the Teren-Sai Project”).
Both the Sekisovskoye Mine, which is an operating
mine targeting gold and silver, and Teren-Sai, which
is an exploration licence area, are located in eastern
Kazakhstan, adjacent to the Sekisovka village.
EY has compiled the reports in accordance with the
Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves, 2012
edition (“the JORC Code”). In the case of the
Sekisovskoye mine it is an update to the CPR
completed in 2014, entitled “Independent
Competent Persons’ Report on the Sekisovskoye
Gold Project prepared for Goldbridges Global
Resources Plc, (subsequently renamed AltynGold
Plc)” as at 31 May 2014 by Venmyn Deloitte (Pty) Ltd
(“Venmyn Deloitte”) referred to as “the 2014 CPR”. In
the case of Teren-Sai this will be a maiden Mineral
Resource and Ore Reserve estimate for the Project
based on exploration completed by AltynGold
since granting of the subsoil use contract in 2016.
The report describes reviews and documents the
technical and economic parameters of the
Sekisovskoye mine and Teren-Sai Project, in order to
identify all factors of a technical and economic
nature that would influence the future viability of
the project.
Geological Setting
The sites are located in a complex geological
setting that has been subject to much alteration
and metamorphism. The projects are exploiting
gold that is hosted in a number of pipe-like breccia
bodies that have intruded into the Rudny Altai
poly-metallic belt, which is part of the larger Central
Asian Orogenic Belt.
Ten breccias have been mapped in and around the
Sekisovskoye Mine. Of these, seven breccias fall
within the Sekisovskoye Mine licence boundary.
Mineralisation is hosted in the breccia bodies and
includes free gold and gold sulphides. Gold is
embedded in the cement of the explosive
hydrothermal breccias and is smeared across the
lithology. The breccias are cut by barren igneous
dykes that are typically planar and dip steeply to
the northeast.
The Teren-Sai Project is made up of 15 targets
based on historical exploration. Of these 15 targets,
Altyn has identified 3 areas for exploration that they
see as significant Areas No.2, 4 and 5, consisting of
various identified targets. Altyn is currently focussed
on exploration and development of one of these
15 targets, namely Area No.2. Area No.2 consists of
four breccia bodies.
Exploration
Sekisovskoye
Recent exploration refers to all exploration carried
out since the project was acquired by AltynGold
(then known as Hambledon). The Sekisovskoye
MINERAL RESOURCES STATEMENT
Strategic report
Governance
Financial statements
18
AltynGold plc
Annual Report 2022
MINERAL RESOURCES STATEMENT
continued
Mine has undergone numerous exploration
programmes including geophysics, trenching and
diamond drilling. Recent exploration has consisted
of several drilling campaigns and a total of
1,490 drillholes have been completed. These
drillholes include both surface and underground
drilling but exclude all drilling prior to acquisition of
the Sekisovskoye Mine by Hambledon. Of these
drillholes, a total of 982 holes have been drilled
between 2011 and 2019 and these form the basis
of the orebody modelling and underground
resource estimation used in the CPR. Exploration
and orebody modelling has focussed increasingly
on delineation of the orebody at depth and on infill
drilling to improve geological confidence in the
underground Mineral Resources since closure of
the open pit. More recent exploration campaigns
have consisted of almost exclusively underground
drilling.
Teren-Sai
Recent exploration refers to all exploration carried
out since the project was acquired by AltynGold in
2016. Recent exploration carried out by AltynGold
includes pitting, trenching and diamond drilling.
Exploration has focussed on the two breccias
within Area No.2 and includes a total of 41 drill
holes completed by AltynGold. A further
12 historical drill holes are included in the
geological database. These historical holes were
drilled in 1993. The 53 drill holes drilled in Area No.2
form the basis of the geological modelling and
resource estimation used in this CPR. Drilling has
been completed to a depth of approximately 465m
below surface.
In relation to the more recent exploration activities
since 2019 these are detailed in the Chief
Executive’s report on page 3.
Mineral Resource Estimates
Mineral Resource classification is based on the
level of geoscientific confidence and primarily,
drilling density. Due to the nature of the deposit,
which is generally narrow and extending in a
pipe-like deposit at depth, drilling and the
resultant number of samples is denser near the
surface and becomes less dense with depth.
Sekisovskoye
Measured and Indicated Resources are estimated
from the current working depth of -185masl to a
depth of -400masl. Inferred Mineral
Resources have been estimated from -400masl to
-800masl. An Exploration Result has been
estimated from -800masl to -1,500masl.
Teren-Sai
Measured Resources from surface (approximately
+490masl) to a depth of +260masl and Indicated
Resources from +260masl to a depth of +25masl.
No Inferred Mineral Resources have been
estimated. An Exploration Result has been
estimated from +25masl to -375masl. The open
pit to underground boundary is at +350masl.
19
AltynGold plc
Annual Report 2022
Strategic report
Sekisovskoye
31 May 2019
Average
Cut-off
Average
Contained
Silver
Contained
Level
Tonnage
Grade
gold grade
Gold
Grade
Silver
Resource Classification
Masl
(Mt)
(g/t)
(g/t)
(Moz)
(g/t)
(Moz)
Measured
+250 to -400
29.03
1.50
3.76
3.51
6.20
5.79
Indicated
+250 to -400
3.48
1.50
3.03
0.34
5.08
0.57
Sub-total
32.51
1.50
3.68
3.85
6.08
6.35
Inferred
-400 to -800
37.15
1.50
2.37
2.83
3.99
4.77
Total mineral resources
69.66
1.50
2.98
6.68
4.97
11.12
Since 1 June 2019 to 31 December 2022 the Company has extracted 1.75mt of ore, at an average gold
grade of 1.90g/t (107,162oz of contained gold) and an average silver grade of 1.62g/t (87,609oz of
contained silver).
Teren-Sai
31 May 2019
Average
Cut-off
Average
Contained
Silver
Contained
Level
Tonnage
Grade
gold grade
Gold
Grade
Silver
Resource Classification
Masl
(Mt)
(g/t)
(g/t)
(Moz)
(g/t)
(Moz)
Measured –
open pit
+490 to +350
5.99
0.50
1.89
0.36
3.25
0.63
Measured –
Underground
+350 to +25
3.80
1.50
3.75
0.46
6.13
0.75
Sub-total
9.79
2.61
0.82
4.37
1.37
Indicated –
underground
+350 to +25
6.06
1.50
3.38
0.66
5.52
1.07
Total mineral Resources
15.85
2.91
1.48
4.81
2.45
The Teren-Sai CPR has measured Resources from surface (approximately +490masl) to a depth of
+260masl and Indicated Resources from +260masl to a depth of +25masl. No Inferred Mineral Resources
have been estimated. An Exploration Result has been estimated from +25masl to -375masl. The open pit
to underground boundary is at +350masl.
Exploration Target Estimate
Sekisovskoye
31 May 2019
Average
Cut-off
Average
Contained
Silver
Contained
Level
Tonnage
Grade
gold grade
Gold
Grade
Silver
Resource Classification
Masl
(Mt)
(g/t)
(g/t)
(Moz)
(g/t)
(Moz)
Exploration
-800 to -1,500
22.79
1.5
2.37
1.74
no estimate
no estimate
Teren-Sai
31 May 2019
Average
Cut-off
Average
Contained
Silver
Contained
Level
Tonnage
Grade
gold grade
Gold
Grade
Silver
Resource Classification
Masl
(Mt)
(g/t)
(g/t)
(Moz)
(g/t)
(Moz)
Exploration
+25 to -375
9.28
1.50
3.46
1.03
no estimate
no estimate
Ore Reserve Estimate
Sekisovskoye
The Ore Reserves have been estimated from surface (approximately +430masl) to a depth of -400masl. All
the Mineral Resource blocks that are above the Mineral Resource cut-off grade were included in the Ore
Reserve, as no selective mining has been assumed for the Ore Reserve estimation. The Ore Reserve
calculation includes a 5% dilution factor, 2% mining loss and 100% extraction factor. Based on the
estimated Ore Reserves.
Governance
Financial statements
20
AltynGold plc
Annual Report 2022
MINERAL RESOURCES STATEMENT
continued
Sekisovskoye
31 May 2019
Average
Average
Contained
Silver
Contained
Tonnage
gold grade
Gold
Grade
Silver
Resource Classification
(Mt)
(g/t)
(g/t)
(Moz)
(g/t)
Proved
29.87
3.61
3.47
5.88
5.65
Probable
3.58
2.91
0.33
4.81
0.55
Total
33.45
3.53
3.80
5.77
6.20
Teren-Sai
31 May 2019
Average
Average
Contained
Silver
Contained
Tonnage
gold grade
Gold
Grade
Silver
Resource Classification
(Mt)
(g/t)
(g/t)
(Moz)
(g/t)
Proved – open pit
6.29
1.71
0.35
2.94
0.59
Proved – underground
3.91
3.60
0.45
5.87
0.74
Sub-total
10.20
2.43
0.80
4.06
1.33
Probable
6.23
3.25
0.65
5.33
1.07
Total
16.43
2.74
1.45
4.54
2.40
For Teren-Sai the ore reserve calculation includes a dilution factor, mining loss and extraction factor. The
average estimated losses and dilution are mining losses of 5% for the open pit and 2% for the underground
and mining dilution of 10% for the open pit and 5% for the underground. An average mining extraction
factor of 90% has been utilised for the Ore Reserve estimation.
Mineral asset valuation
The assumption of no selective mining was informed by both the mining method and by guidance
included in the Kazakhstan mining legislation, which does not allow for the selective mining of blocks
above the cut-off grade approved by the Committee of Geology of Kazakhstan. Therefore, no pay limit was
used for mining selectivity and the definition of Ore Reserves.
The key modifying factors used are as follows:
long term prices for gold and silver of USD1,280/oz and USD17/oz, respectively; the current prices are
above US$1,900/oz and in the short-term the Company is using US$1,700-US$1,800 in modelling;
a processing recovery of 83% for gold and 73% for silver, which is in line with the current production;
an average underground mining cost of USD425/oz, which is based on a longer term projection based
on an increased level of ore mined. The current cash cost is in the range of US$850/oz.
EY estimated the preferred value of Sekisovskoye Mine as the average value between the Income-based
approach and the Market-based approach. Therefore, the preferred value for Sekisovskoye Mine is
estimated between US$383m to US$415m and that of Teran-Sai as estimated as between US$92m and
US$104m.
Summary
JORC gold mineral resources total 6.68Moz. In addition, a further 1.74Moz have been identified as an
Exploration Result below the – 800masl. While these will require further exploration drilling to be
potentially upgraded to Mineral Resources, this result does highlight the potential for a larger Mineral
Resource than is currently estimated. Assuming that this potential were to be realised, the current projects
as developed would contain approximately 8.42Moz of gold.
In addition the JORC gold resources at Teren-Sai total 1.48Moz with a further 1.03Moz as an exploration target.
Strategic report approved by the Board on 5 May 2023 and signed on its behalf by:
Mr Aidar Assaubayev
(Chief Executive Officer)
Director
21
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
CORPORATE GOVERNANCE STATEMENT
Our Corporate Governance Statement, explains how AltynGold’s governance framework supports the principles of integrity, strong ethical values and
professionalism integral to our business. The Board recognises that we are accountable to shareholders for good corporate governance, and this report, together
with the Reports of the Audit and Remuneration Committees, seeks to demonstrate our commitment to high standards of governance that are recognised and
understood by all.
The Company is keenly aware of its obligations under the London Stock Exchange disclosure and transparency rules and is continually reviewing its corporate
structure. Given the size of the Company it has not adopted the 2018 UK Corporate Governance Code, however the Company believes that the policies in place
ensures that there are high standards of accountability and corporate governance.
Full details in relation to the composition of the Board are given on pages 24-26. There are now in total four Non-Executive Directors on the Board, and two
Executive Directors together with a Chairperson. The Company appointed its first female Director in 2022 and will continue to keep under review the composition
of the Board and its committees to ensure that we have the right balance of skills, independence, experience and diversity. The Company is aware of the growing
importance on climate change and appointed a new Board committee to monitor the Company’s impact on the environment. The environmental social and
governance committee is composed of Vladimir Shkolnik, a non-executive director on AltynGold’s Board of Directors since 2017 and Maryam Buribayeva. They will
play an important role in assessing and reducing the Company’s impact on the environment and reviewing the compliance with the relevant local laws.
In the opinion of the Directors these Annual Financial Statements present a fair, balanced and understandable assessment of the Group’s position and prospects
and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. This is presented in more
detail in the CEO review and review of financial performance on pages 3-6. The respective responsibilities of the Directors and the Auditor in connection with the
Financial Statements are explained in the Statement of Directors’ Responsibilities and the Auditor’s Report.
The Board delegates specific responsibilities to the Audit and Remuneration Committees, full details of their responsibilities are detailed below. The Company
currently does not have a Nomination Committee, and given its stage of development does not believe it is appropriate. Full details of the responsibilities of the
committees are detailed below.
Day-to-day management and the implementation of strategies agreed by the Board are delegated to the Executive Directors. The Group’s reporting structure
below Board level is designed so that decisions are made by the most appropriate people in a timely manner. Management teams report to members of the
Executive Committee. The Executive Directors and other managers give regular briefings to the Board in relation to business issues and developments. Clear and
measurable KPIs are in place to enable the Board to monitor progress. These policies and procedures enable the Board to make informed decisions on key issues
including strategy and risk management.
The Chair leads the Board and is responsible for its overall effectiveness, ensuring adequate time is available for discussion of all agenda items, in particular strategic
issues, promoting openness and debate, ensuring all Directors, particularly the Non-Executive Directors, are able to contribute, and facilitating a constructive
relationship between the Executive and Non-Executive Directors. The current Chair is not independent as he together with the two Executive Directors are the
controlling shareholders of the Company. Their conduct is controlled by a relationship agreement that will ensure that they act in a way for the benefit of
shareholders as a whole. The Non-Executive Directors will also ensure that the principals of the agreement are adhered to.
The Chief Executive Officer has responsibility for all operational matters which include the implementation of strategy and policies approved by the Board. The
senior Independent Non Executive Directors provide a sounding board for the Chair and also acts as an intermediary for other Directors and shareholders.
In terms of culture and engagement the Executive Directors liaise on a regular basis with the workforce and key suppliers and customer and report back to the
Board. The human resources department has a framework to improve the way in which employee views are communicated to the Board, how employees engage
with values and culture, and how we align strategy with our workforce development and reward policies. Details in relation to the Company’s corporate social
responsibility are given on page 13, and engagement with other stakeholders in the Directors S172 Statement on page 12.
The Board has adopted procedures for the identification, authorisation (where appropriate) and monitoring of situations which may give rise to a conflict of
interest. There is a relationship agreement with the major shareholder which defines their responsibility if a situation arises. The Board has reviewed the procedures
and is satisfied that they are operating effectively.
The Company’s Articles of Association contain powers of removal, appointment, election and re-election of Directors and provide that at least one-third of the
Board must retire at each Annual General Meeting and each Director must retire by rotation every 3 years.
There is no formal induction programme for new Directors, however they are given a full briefing and familiarised with all aspects of the Company’s operations.
The Company maintains directors’ and officers’ liability insurance to cover legal proceedings against Directors and Officers acting in that capacity.
The Group has a comprehensive financial review process, including detailed annual budgets, business plans and regular forecasting. There are a range of
performance indicators which are tracked by management on a daily, weekly and monthly basis, and addressed through a programme of operational meetings
and action plans. All Directors receive regular and timely information to enable them to perform their duties, including information on the Group’s operational and
financial performance, customer service, health and safety performance and forward trends. At each regular Board meeting the financial results are reviewed,
taking account of performance indicators and the detailed annual business plan and budget. The Board also considers forward trends and performance against
other key indicators, including areas where performance departs from forecasts, and contingency plans. The Board reviews medium and long-term strategy on a
regular basis. In this way, the Board assesses the prospects of the Group using all the information at its disposal, and considering historical performance, forecast
performance for the current year and longer-term forecasts over the 3-year business planning cycle as appropriate. Details of the Company’s strategy and business
model are given on page 8 of the Annual Report.
22
AltynGold plc
Annual Report 2022
The Board has responsibility for determining the nature and extent of the principal risks the Company is willing to take to achieve its strategic objectives, and for
the Group’s internal control framework. The Board has a well-established procedure to identify, monitor and manage risk, and has carried out reviews of the
Group’s risk management and internal control systems and the effectiveness of all material controls, including financial, operational and compliance controls. The
principal risks facing the Group are detailed on page 9.
The Board places great emphasis on communication and engagement with the Company’s shareholders. It is an area of focus that the Board wishes to strengthen
in the future. The principal forum at present to engage with the shareholders given the stage of development of the Company is at the Annual General Meeting
details of which are on page 74.
In relation to engaging with our stakeholders the Board recognises the importance of our wider stakeholders in delivering our strategy and business sustainability
and are conscientious of the responsibilities and duties to the stakeholders under section 172 of the Companies Act 2006.
We believe that effective corporate governance is critical to delivering our strategy and creating long-term value for our shareholders.
Board structure
The Board is comprised of the Executive Chairman, the CEO an Executive Director and four Non-Executive Directors, one of which is not independent as he holds
shares in the Company. Their details appear on pages 24-26, which lists their experience and expertise. Although none of the Directors other than the currently
employed Director Maryam Buribayeva have had any formal training in finance they have all had a great deal of experience operating at the top level of
management in a number of companies dealing with all aspects of operating a business and will call in experts as and when required.
The Board is responsible to shareholders for the proper management of the Company. The statement of Directors’ responsibilities in respect of the accounts is set
out on page 30.
The Non-Executive Directors have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully considered. To enable the
Board to discharge its duties, all Directors have full and timely access to all relevant information and there is a procedure for all Directors, in furtherance of their
duties, to take independent professional advice, if necessary, at the expense of the Company. The Board has a formal schedule of matters reserved to it, and meets
on a regular basis.
The Board is responsible for overall Group strategy, approval of major capital expenditure projects and consideration of significant financing matters.
Audit Committee
The Audit Committee is comprised of, Ashar Qureshi, Vladimir Shkolnik and Maryam Buribayeva who was appointed in the year. The Board reviews the
composition of the Audit Committee on a regular basis, and will make changes as appropriate. During the year BDO LLP were replaced by PKF Littlejohn LLP as
auditors after the completion of a tender process that was supervised by the Audit Committee. A resolution to confirm the reappointment of PKF Littlejohn LLP
has been proposed at the Annual General Meeting to be held on 22 June 2023.
The Audit Committee’s prime tasks is to review the scope of the external audit, to receive regular reports from the Company’s auditor and to review the half-yearly
and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgement and estimation.
The Committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders. The
Committee acts as a forum for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the Company’s internal control and
risk management systems and processes.
The Audit Committee also undertakes a formal assessment of the auditor’s independence each year which includes:
p
a review of non-audit services provided to the Company and related fees;
p
discussion with the auditors of a written report detailing all relationships with the Company and any other parties that could affect independence or the
perception of independence;
p
a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular
rotation of the audit partner; and
p
obtaining written confirmation from the auditors that, in their professional judgement, they are independent.
An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in Note 10 on page 58 of the
financial statements.
Remuneration Committee
The Remuneration Committee currently comprises of two Directors - Ashar Qureshi and Vladimir Shkolnik, which meets as required. It is responsible for
determining the contract terms, remuneration and other benefits of the Executive Directors. The remuneration of the Non-Executive Directors is determined by the
Board within the limits set out in the articles of association. None of the Committee members has any personal financial interest in the matters to be decided
(other than as shareholders), potential conflicts of interest arising from cross-Directorships, or any day-to-day involvement in running the business. The Committee
has access to professional advice from inside and outside the Company at the Company’s expense.
CORPORATE GOVERNANCE STATEMENT
continued
23
AltynGold plc
Annual Report 2022
Company Secretary
The Company Secretary is responsible for the scheduling and administration of Company meetings, updating of the statutory information, filing requirements at
Companies House, and liaising with the relevant authorities at the FCA and London stock exchange as directed by the Board.
Board and Board committee meetings
The number of meetings during 2022 and attendance at regular Board meetings and Board committees was as follows:
Meeting
Number held
Number attended
Kanat Assaubayev
Board
6
6
Aidar Assaubayev
Board
6
6
Sanzhar Assaubayev
Board
6
6
Ashar Qureshi
Board
6
6
Audit Committee
2
2
Vladimir Shkolnik
Board
6
6
Audit Committee
2
2
Maryam Buribayeva
Board
6
5
Andrew Terry
Board
6
5
Kanat Assuabayev
Chairman
5 May 2023
Governance
Strategic report
Financial statements
24
AltynGold plc
Annual Report 2022
BOARD OF DIRECTORS
Sanzhar Assaubayev
Appointment
Sanzhar Assaubayev was appointed
to the Board as Executive Director on
29 February 2016.
Experience
Sanzhar Assaubayev was formerly
Director of International Affairs of JSC
MMC Kazakhaltyn and an Executive
Director of KazakhGold Group
Limited, the gold mining corporation.
He was educated at the Leysin
American School in Switzerland,
where he specialised in management,
and the American University in the
United Kingdom. Sanzhar Assaubayev
is the son of Kanat Assaubayev.
Non-Independent Executive
Director
Kanat Assaubayev
Appointment
Kanat Assaubayev was appointed to
the Board as Chairman on 23
October 2013.
Experience
Kanat Assaubayev is one of
Kazakhstan’s leading entrepreneurs in
the natural resources sector. Mr
Assaubayev was the first Kazakh to
get a doctorate in metallurgy. His
early career was in academia where
he was the Chairman of the
Metallurgy and Mining Department
of Kazakh National Polytechnic
University. He subsequently began his
business career in the 1990s and has
led a number of natural resources
enterprises to national and
international success.
Non-independent Chairman
Aidar Assaubayev
Appointment
Aidar Assaubayev was appointed to
the Board as Chief Executive Officer
on 25 February 2013.
Experience
Aidar Assaubayev was formerly
Executive Vice Chairman of
KazakhGold Limited, the gold mining
corporation, and he was also formerly
Vice-President and a director of JSC
MMC Kazakhaltyn. Mr. Assaubayev
graduated from the Kazakh National
Technical University in Almaty and he
also holds a degree in Economics
from the Institute of Systemic Analysis
in Moscow.
Non-Independent Executive
Director
25
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
Ashar Qureshi
Appointment
Ashar Qureshi was appointed to the
Board as Non-Executive Director on
7 December 2012.
Experience
Ashar Qureshi is a London based
US-qualified lawyer. He was formerly
the Vice Chairman of Renaissance
Group, where his position was a
senior investment-banking role, and
prior to that he worked with
international firm Cleary Gottlieb
Steen & Hamilton LLP. He is currently
a partner at Fried, Frank, Harris. Shriver
& Jacobson LLP. Mr. Qureshi holds a
Juris Doctorate and is a graduate of
Harvard Law School and Harvard
College.
Non-Independent
Non-Executive Director
Vladimir Shkolnik
Appointment
Vladimir Shkolnik was appointed to
the Board as Non-Executive Director
on 21 November 2017.
Experience
Vladimir Shkolnik has held a number
of high profile positions in the
Kazakhstan government, and is
currently advising the Kazakhstan
government on industrial and energy
matters.His previous positions
included the office of Minister of
Energy, Minister of Trade and Industry,
and also Deputy Head of Presidential
administration, reporting directly to
the President. He is an academic with
a doctorate in physics and has written
a number of papers and books in the
field of energy, natural resources and
other scientific fields. He has been
influential in setting up academic
institutions, in the areas of mineral
processing and also nuclear power in
Kazakhstan, working with a number
of leading Companies from Japan,
France and Russia in setting up joint
enterprises.
Independent Non-Executive
Director
Maryam Buribayeva
Appointment
Maryam Buribayeva was appointed to
the Board as Non-Executive Director
on 24 January 2022.
Experience
Maryam Buribayeva is a finance
professional with extensive
experience and industry expertise
gained while working for such
companies as North Caspian
Operating Company, KazMunayGaz
and Mercury Properties. A graduate of
KIMEP University in Almaty, Maryam
also holds an MSc in International
Accounting and Finance from Cass
Business School in London.
Independent Non-Executive
Director
26
AltynGold plc
Annual Report 2022
BOARD OF DIRECTORS
continued
Andrew Terry
Appointment
Andrew Terry was appointed to the
Board as Non-Executive Director on
24 January 2022.
Experience
Andrew Terry is an English-qualified
solicitor specialising in international
corporate and personal taxation
issues with a focus on clients from
Kazakhstan, Russia, Ukraine, Georgia
and Kyrgyzstan. He has extensive
experience in setting up international
holdings ahead of IPOs, debt finance
transactions, private equity
investments and trade sales. Andrew
Terry currently practices as a tax
partner at Keystone Law in London
and is a member of the advisory
board at Amber Lion Partners in
Zurich.
Independent Non-Executive
Director
The directors present their report and the consolidated financial statements for the year ended 31 December 2022.
Principal activity and business review
The principal activity of the Company is that of a holding company and a provider of support and management services to its operating subsidiaries. Together
with its subsidiaries, it is involved in the production of gold and other precious metals from its mine sites in Kazakhstan, together with the development of further
suitable investment opportunities.
A review of the activities of the business throughout the year and up to April 2023 is set out in the Strategic report on pages 1 to 20 which includes information on
the Company’s risks, uncertainties and performance indicators. The Company accounts are prepared on a going concern basis.
Results and dividends
The Group’s profit for the year after taxation amounts to US$13.2m (2021: US$18.3m). The results of the year are set out on page 44 in the consolidated income
statement.
The Directors do not recommend the payment of a dividend for the year (2021: nil).
Financial instruments
The total Company borrowings as at 31 December 2022, including accrued interest is US$23.1m (2021:US$27.3m). Details in relation to the Company’s borrowings
are as disclosed in note 22.
The principal loans held by the Company are the borrowings from JSC Bank Center Credit, the total borrowings at 31 December 2022 increased to US$23.1m as
further loans were entered into (2021: US$17.4m), at rates ranging between 6%-7%. The new facilities with Bank Center Credit totalled US$40m of which US$10m
was drawn in the year. In relation to the US$30m credit line further details are given in note 27.
The Company repaid the US$10m 9% coupon bonds that were issued on the Astana International Exchange in Kazakhstan in December 2022. In April 2023 the
Company raised US$10m (US$9.4m after fees) at a coupon rate of 10.5% on AIX.
The main risks arising from the Company’s financial instruments are liquidity risk, credit risk, foreign exchange risk and interest rate risk. Further details are provided
in note 25 on pages 69 to 72 of the Company’s financial statements.
Share capital details of the Company’s issued share capital, are set out in note 24 on page 68.
The Company has one class of ordinary share and they carry no right to fixed income. Each ordinary share carries the right to one vote at the general meetings of
the Company. All issued ordinary shares are fully paid. There are no specific restrictions on the size of the holding or on the transfer of the ordinary shares, which
are both governed by the general provisions of the articles of association and prevailing legislation. The Directors are not aware of any agreements between
holders of the Company’s ordinary shares that may result in restrictions on the transfer of securities or on voting rights. Certain Directors have an interest in the
ordinary shares in the Company and these are disclosed below.
Qualifying indemnity provision
The Company has entered into an insurance policy to indemnify the Directors of the Company against any liability when acting for the Company.
Charitable donations and sponsorship
During the year the Company made no charitable contributions or political donations. The Company did provide sponsorship funds relating to the construction of
a university library a continuation of a project from 2021.
Annual General Meeting
The Annual General Meeting of the Company will be held at Langham Court Hotel, 31-35 Langham Street, London W1W 6BU, United Kingdom on Thursday
22 June 2023 at 11.00am.
The details of the resolutions are given on page 74. The Directors consider that all of the resolutions to be put to the meeting are in the best interests of the
Company and its shareholders as a whole. The Board recommends that shareholders vote in favour of all resolutions.
Takeover directive
The Company has one class of share capital, which are ordinary shares. Each ordinary share carries one vote. All the ordinary shares rank pari passu. There are no
securities issued by the Company which carry special rights with regard to control of the Company. The identity of all substantial direct or indirect holders of
securities in the Company and the size and nature of their holdings is shown under the “Substantial interests” section of this report below.
A relationship agreement (the “Relationship Agreement”) that controls the conduct and voting restrictions was entered into between the Company and AGold
Mining Group Plc (formerly African Resources Limited) in regard to the arrangements between them whilst AGold Mining Group Plc is a controlling shareholder of
the Company.
27
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
DIRECTORS REPORT
for the Year Ended 31 December 2022
28
AltynGold plc
Annual Report 2022
DIRECTORS REPORT
continued
There are no restrictions on voting rights or on the transfer of ordinary shares in the Company. The rules governing the appointment and replacement of Directors,
alteration of the articles of association of the Company and the powers of the Company’s Directors accord with usual English company law provisions. The
Directors are re-elected on a rotational basis each year. The Company is not party to any significant agreements that take effect, alter or terminate upon a change
of control of the Company following a takeover bid. The Company is not aware of any agreements between holders of its ordinary shares that may result in
restrictions on the transfer of its ordinary shares or on voting rights.
There are no agreements between the Company and its Directors or employees providing for compensation for loss of office or employment that occurs because
of a takeover bid.
Directors’ Section 172 statement’
Information on the Directors’ Section 172 statement is given on page 12.
Environmental matters
Information on greenhouse emissions for the Group is shown on page 15. The Company used very little energy during the period in the UK and offshore thus no
SECR (Streamlined Energy and Carbon Reporting) disclosures are included.
Social and community issues
The Corporate Social Responsibility performance of the Company is detailed on pages 13 to 16.
Future developments and post balance sheet events
The Company’s future plans are detailed in the Chief Executive Officer’s review on pages 3 to 5.
Details of events after the end of the financial year are set out in note 27 on page 73 of the financial statements.
Communication with shareholders
Communications with shareholders are considered important by the Directors. The Directors regularly speak to investors and analysts during the year. Press
releases have been issued throughout the year; the Company’s website www.altyngold.uk is regularly updated and contains a wide range of information about the
Company. Enquiries from individuals on matters relating to their shareholdings and the business of the Company are dealt with informatively and promptly.
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on
the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the financial statements contained therein.
Internal control
The Directors are responsible for the Group’s system of internal control and review of its effectiveness annually. The Board has designed the Group’s system of
internal control in order to provide the Directors with reasonable assurance that its assets are safeguarded, that transactions are authorised and properly recorded
and that material errors and irregularities are either prevented or would be detected within a timely period.
The key elements of the control system in operation are:
p
The Board meets regularly with a formal schedule of matters reserved to it for decision and has put in place an organisational structure with clearly defined lines
of responsibility and with appropriate delegation of authority;
p
There are established procedures for planning, approval and monitoring of capital expenditure and information systems for monitoring the Group’s financial
performance against approved budgets and forecasts;
p
UK Financial reporting is closely monitored by members of the Board to enable them to assess risk and address the adequacy of measures in place for its
monitoring and control. The Kazakh operations are closely supervised by the Board reviewing monthly, half yearly and annual financial reports from the Directors
and senior officers in Kazakhstan. This is normally supplemented by regular visits of the UK based finance officer to Kazakh operations which include checking the
integrity of financial information supplied to the UK. During the current year this process was performed remotely by teleconference calls with the accounts
teams based in Kazakhstan. The financial officer is ultimately responsible for the preparation of the consolidated financial statements that are then reviewed by
the Directors.
During the period, the Audit Committee has reviewed the effectiveness of internal controls as described above. This was with a view to strengthening the controls
in light of the qualified audit report received in the prior period, identifying certain weaknesses in the approval and authorisation of contracts. Additional steps
have been taken to ensure that this is controlled which have been elaborated on in the Audit Committee report.
There are no significant issues disclosed in the Annual Report for the year ended 31 December 2022 (and up to the date of approval of the report) concerning
material internal control issues. The Directors confirm that the Board has reviewed the effectiveness of the system of internal control as described during the
period.
Going concern
The Group increased turnover in the year to US$62m, with a stable gold price and increased production profitability was expected to be higher. The Group
generated an EBITDA of US$21.9m (2021 US$26.4m). The EBITDA was lower than the prior year due to additional costs incurred in the period, as a result of costs in
relation to government initiated sponsorship of community projects, these amounted to US$3.6m, together with fees paid in relation to project appraisals and
consultancy amounting to US$3m. These fees are not expected to be at the same level in future years.
In summary the EBITDA was utilised in repayment of debt, falling from US$27.4m to US$23.1m, the investment in capital equipment of US$9m, and advances to
suppliers to commence works at Sekisovskoye which resulted in an increase of working capital of US$8m. As the US$10m Bond was repaid in December 2022, this
resulted in a low cash balance at the year end of US$116,000 (2021: US$3.6m).
The Board have reviewed the Group’s forecast cash flows for the period to June 2024, which include the capital and interest repayments to be made in relation to
the Group’s borrowings. The bank loans to fund the increase in production have been agreed with capital repayment holidays to allow production to increase
before principal loan repayments are required. In addition the Company has raised further funds amounting to US$9.4m (after fees) by placing a bond on AIX in
April 2023 to provide additional working capital to fund operations in its growth stage.
Capital and operating costs are based on approved budgets and latest forecasts and development plans. Based on the Group’s cash flow forecasts, the Directors
believe that the net cash flows from operations, and increased production based on projections of future growth, are sufficient for the Company to achieve its
current plans and cash requirements including the repayment of loans which are due for repayment in the period.
The Board have considered possible stress case scenarios that they consider may be likely to impact on the Group’s operations, financial position and forecasts.
Factors considered are ones that may lower the production at the mine and possible impact on the price of gold if this was to fall. From the analysis undertaken
the Board have concluded that Group will be able to continue to trade by the careful management of its existing resources. The stress tests included the following
scenarios amongst others, a fall in the gold price by 10% from current levels, a drop in budgeted production by 10% or a combination of both factors together. In
each case the Group would not experience a cash shortfall in either scenario. If required the Group would manage its resources, reducing investment and
managing its payables in order to maintain liquidity.
The Board therefore considers it is appropriate to adopt the going concern basis of accounting in preparing these financial statements.
Directors interest in shares and substantial shareholdings
The following information in relation to shareholdings has been audited.
The interests of the Directors in the shares of the Company are shown below:
Number
% owned
Ashar Qureshi
78,800
0.30
Neither Vladimir Shkolnik, Andrew Terry or Maryam Buribayeva hold any interests in the shares of the Company.
The following have advised that they have an interest in 3% or more of the issued share capital of the Company as at 28 April 2023.
Number
% owned
AGold Mining Group Plc (formerly African Resources Limited)
17,920,545
65.6
JSC Freedom Finance
1,589,973
5.8
Kanat, Aidar and Sanzhar Assaubayev have a beneficial interest in the ultimate controlling party of AGold Mining Group Plc.
Reappointment of auditors
All Directors that are in office at the date of this report have confirmed that they are not aware of any relevant audit information of which the auditor is unaware.
Each of the Directors has confirmed they have taken all reasonable steps they ought to have taken as Directors to make themselves aware of any relevant audit
information and to establish that it has been communicated to the auditor. A resolution to confirm the appointment of PKF Littlejohn LLP who were appointed as
auditors in the year after the conclusion of a competitive tender process will be proposed in the forthcoming Annual General Meeting.
Approved by the Board on 5 May 2023 and signed on its behalf by:
Mr Aidar Assaubayev
(Chief Executive Officer)
Director
29
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
30
AltynGold plc
Annual Report 2022
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are responsible for preparing the annual report and the financial statements in accordance with UK adopted international accounting standards and
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the group financial
statements and have elected to prepare the company financial statements in accordance with UK adopted international accounting standards. Under company
law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and
company and of the profit or loss for the group and company for that period.
In preparing these financial statements, the directors are required to:
p
select suitable accounting policies and then apply them consistently;
p
make judgements and accounting estimates that are reasonable and prudent;
p
state whether they have been prepared in accordance with UK adopted international accounting standards, subject to any material departures disclosed and
explained in the financial statements;
p
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the company will continue in business;
p
prepare a directors’ report, a strategic report and directors’ remuneration report which comply with the requirements of the Companies Act 2006.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with
reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act
2006.
They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, are fair, balanced, and understandable and provides
the information necessary for shareholders to assess the group’s performance, business model and strategy.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on
the company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of the company’s website is the responsibility of the directors. The directors’ responsibility
also extends to the ongoing integrity of the financial statements contained therein.
Directors’ responsibilities pursuant to DTR4
The directors confirm to the best of their knowledge:
p
The financial statements have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit and loss of the group and company.
p
The annual report includes a fair review of the development and performance of the business and the financial position of the Group and Company, together
with a description of the principal risks and uncertainties that they face.
The Committee’s terms of reference have been approved by the Board and follow published guidelines, which are available from the Company Secretary. The Audit
Committee comprises the Non-Executive Directors, Ashar Qureshi, Vladimir Shkolnik and Maryam Buribayeva.
The Audit Committee’s prime tasks are to:
p
review the scope of external audit, to receive regular reports from the auditor and to review the half-yearly and annual accounts before they are presented to
the Board, focusing in particular on accounting policies and areas of management judgement and estimation;
p
review key areas of the financial statements which are assessed as being the carrying values of the intangible and tangible assets;
p
monitor the controls which are in force to ensure the integrity of the information reported to the shareholders;
p
assess key risks and to act as a forum for discussion of risk issues and contribute to the Board’s review of the effectiveness of the Group’s risk management
control and processes;
p
act as a forum for discussion of internal control issues and contribute to the Board’s review of the effectiveness of the Group’s internal control and risk
management systems and processes;
p
consider each year the need for an internal audit function;
p
advise the Board on the appointment of external auditors and rotation of the audit partner every five years, and on their remuneration for both audit and non
audit work, and discuss the nature and scope of their audit work;
p
participate in the selection of a new external audit partner and agree the appointment when required;
p
undertake a formal assessment of the auditors’ independence each year which includes:
a review of non-audit services provided to the Group and related fees;
discussion with the auditors of a written report detailing all relationships with the Company and any other parties that could affect independence or the
perception of independence;
a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular
rotation of the audit partner; and
obtaining written confirmation from the auditors that, in their professional judgement, they are independent.
Meetings
The Committee meets prior to the annual audit with the external auditors to discuss the audit plan and again prior to the publication of the annual results. Prior to
bi-monthly Board meetings the members of the Committee meet on an informal basis to discuss any relevant matters which may have arisen. Additional formal
meetings are held as necessary.
During the past year the Committee:
p
met with the external auditors, and discussed their report to the Audit Committee;
p
approved the publication of annual and half-year financial results;
p
considered and approved the annual review of internal controls;
p
decided that due to the size and nature of operation there was not a current need for an internal audit function;
p
after a competitive tender selected PKF Littlejohn LLP as the new auditors after the resignation of BDO LLP;
p
agreed the independence of the auditors and approved their fees for audit services as set out in note 10 on page 58 of the financial statements.
Review of internal controls
Background
During the audit conducted in 2021 the scale of the contractor prepayment increased significantly from prior years, and on review by the auditors it became
apparent that company policies on the tender process had not been followed, and sufficient documented checks had not been conducted. Due to the amounts
involved and the nature of the contractor, this created uncertainty with the auditor as to the internal process involved in authorizing the large prepayment.
There were significant controls in place however not always fully documented and followed. It was agreed by the Board that due to the nature and amount of the
transaction that the internal reporting and procedures should be tightened up in relation to corporate governance and approval of significant contracts by the
main Board and not just by the directors/senior management of the subsidiary companies.
Update on procedures
It was agreed that transactions that were not in the normal course of business or large in nature should be communicated to the Board as a whole as part of the
normal internal control process as part of the regular Board meetings, and to be formally documented, and no contract should be awarded if a tender process was
required until signed off by the Board.
In the current year this procedure was applied to the following issues:
p
The status of the prepayment and plans in 2023 on completion of the current contract with the subcontractor.
p
The raising of the bank loan which involved raising US$40m and the pledging of significant guarantees.
p
The possibility of raising finance involving the issuing of shares and options, which was ultimately not actioned.
31
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
AUDIT COMMITTEE REPORT
32
AltynGold plc
Annual Report 2022
AUDIT COMMITTEE REPORT
continued
Audit Committee
It was agreed that the Audit Committee should be strengthened by the appointment of a Director with a finance background. Maryam Buribayeva who has an
accounting and finance background was appointed and made aware of her responsibilities by attending a course at the ICAEW in relation to duties and
obligations of NEDSs and specific responsibilities as a member of the Audit Committee.
Fraud/money laundering
Internal reviews were made during the year in relation to the anti-corruption, fraud and money laundering policies. Albeit already in place, the policies were
updated and an employee hand book was introduced and made available for all staff. The policies cover detailed procedures in relation to staff duties in relation to
fraud and bribery and a clear reporting line to inform management or third parties in relation to the above. The policies in relation to both have been made
available on the website, and distributed to all employees.
External auditors
PKF Littlejohn LLP were appointed as auditors during the year, and their reappointment will be confirmed at the Annual General Meeting to be held on 22 June
2023.
Maryam Buribayeva
Audit Committee
5 May 2023
The Remuneration Committee presents its report for the year ended 31 December 2022 which is presented in two parts.
The first part is the annual remuneration report which details remuneration awarded to Directors and Non-Executive Directors during the year. The shareholders
will be asked to approve the annual remuneration report as an ordinary resolution (as in previous years) at the Annual General Meeting. Details in relation to voting
at last year’s AGM in relation to approval of the remuneration report, the remuneration policy of the Company, (which is voted on tri-annually – was voted on in
2021) are detailed on pages 35 to 38.
The second part is the remuneration policy report which details the remuneration policy for Directors.
The Remuneration Committee reviewed the existing policy and deemed no changes necessary to the current arrangements.
Both of the above reports have been prepared in accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2018.
The Company’s auditors are required by law to audit certain disclosures and where disclosures have been audited they are indicated as such.
33
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
REMUNERATION COMMITTEE – STATEMENT
34
AltynGold plc
Annual Report 2022
ANNUAL REMUNERATION REPORT
Remuneration Committee
The Remuneration Committee currently comprises of two Directors - Ashar Qureshi and Vladimir Shkolnik. The Committee, which meets as required, is responsible
for determining the contract terms, remuneration and other benefits of the Executive Directors. The remuneration of the Non-Executive Directors is determined by
the Board within the limits set out in the articles of association. None of the Committee members has any personal financial interest in the matters to be decided
(other than as shareholders), potential conflicts of interest arising from cross-Directorships, or any day-to-day involvement in running the business. The Committee
has access to professional advice from inside and outside the Company at the Company’s expense.
Details of the remuneration paid in the year are shown below.
Approach to recruitment remuneration
All appointments to the Board are made on merit. The components of a new Director’s remuneration package (who is recruited within the life of the approved
remuneration policy) would comprise at present a base salary. The Company will pay such levels of remuneration to new Directors that would enable the
Company to attract appropriately skilled and experienced individuals that is not in the opinion of the Remuneration Committee excessive.
Service contracts
All Executive Directors have full-time contracts of employment with the Company. Non-Executive Directors have contracts of service. No Director has a contract of
employment or contract of service with the Company, its joint venture or associated companies with a fixed term which exceeds three years. Directors’ notice
periods are set in line with market practice and of a length considered sufficient to ensure an effective handover of duties should a Director leave the Company.
All Directors’ “contracts” as amended from time to time, have run from the date of appointment. Service contracts are kept at the registered office.
Summary of Directors’ terms
Unexpired
Notice period
Date of contract
term
months
Executive Directors
Kanat Assaubayev
23 October 2017
Continuing
3
Aidar Assaubayev
20 February 2013
Continuing
3
Sanzhar Assaubayev
29 February 2017
Continuing
3
Non-Executive Directors
Ashar Qureshi
7 December 2015
Continuing
3
Vladimir Shkolnik
21 November 2018
Continuing
3
Maryam Buribayeva
24 January 2022
Continuing
3
Andrew Terry
24 January 2022
Continuing
3
Policy on payment for loss of office
There are no contractual provisions agreed that could impact on a termination payment. Termination payments will be calculated in accordance with the existing
contract of employment or service contract. It is the policy of the Remuneration Committee to issue employment contracts to Executive Directors with normal
commercial terms and without extended terms of notice which could give rise to extraordinary termination payments.
Consideration of employment conditions elsewhere in the Group
In setting this policy for Directors’ remuneration the Remuneration Committee has been mindful of the Company’s objective to reward all employees fairly
according to their role, performance and market forces. In setting the policy for Directors’ remuneration the Remuneration Committee has considered the pay and
employment conditions of the other employees within the Group. No formal consultation has been undertaken with employees in drawing up the policy. The
Remuneration Committee has not used formal comparison measures.
Consideration of shareholder views
Shareholder views have been taken into account when formulating this policy, and was approved at the Annual General Meeting in 2022.
Remuneration
The total Directors fees and salaries of US$285,670 (2021: US$235,980) shown in the table below has been audited.
Directors salaries and fees (Audited)
2022
2021
US$
US$
Executive Directors
Kanat Assaubayev
37,500
41,400
Aidar Assaubayev
79,688
41,400
Sanzhar Assaubayev
37,500
41,400
Non-Executive Directors
Ashar Qureshi
33,750
37,260
Vladimir Shkolnik
33,750
37,260
Andrew Terry
31,741
Maryam Buribayeva
31,741
Thomas Gallagher
37,260
Total
285,670
235,980
The total amount remaining unpaid with respect to Directors’ remuneration amounted to US$149,000 (2021: US$122,000). The total directors’ remuneration for
2022 and 2021 includes only salaries and fees.
The Directors’ remuneration in total will be in the range of US$300,000 in the forthcoming year.
Statement of implementation of remuneration policy in the following year
The policy was approved at the Annual General Meeting in June 2021, the policy is reviewed tri-annually.
The vote on the remuneration policy is binding in nature. The Company may not then make a remuneration payment or payment for loss of office to a person
who is, is to be, or has been a Director of the Company unless that payment is consistent with the approved remuneration policy, or has otherwise been approved
by a resolution of members.
Consideration by the Directors of matters relating to Directors’ remuneration
The Remuneration Committee considered the Executive Directors’ remuneration and the Board considered the Non-Executive Directors’ remuneration in the year
ended 31 December 2022. An increase was awarded to the Chief Executive Officer based on the performance of the Company. No external advice was taken in
reaching this decision.
Shareholder voting
At the Annual General Meeting (AGM), in June 2021, there was a vote to approve the remuneration report and the Directors remuneration policy which is
considered on a tri-annual basis with the next vote to be conducted in the year 2024. Details of the Directors remuneration policy can be found on the Company’s
website www.AltynGold.uk. The results of shareholder voting at the AGM’s on the 24 June 2021 and 30 June 2022 are shown below:
Votes in favour
Votes against
Votes in favour
Votes against
Number
Number
Number
Number 000’s
Number 000’s
Number 000’s
2022
2022
Maximum votes
2021
2021
Maximum
votes*
Voting to approve the Directors’ remuneration
11,776,889
8,593
27,332,934
11,722,422
12,626
27,332,934
Voting to approve the Directors’ remuneration policy
11,776,889
8,593
27,332,934
11,722,422
12,626
27,332,934
Members of the Remuneration Committee
The following Directors are members of the Remuneration Committee:
Ashar Qureshi and Vladimir Shkolnik.
Pension schemes and incentives
No Directors are members of the Company pension scheme.
Share option schemes
There are no share option schemes currently in the Company. Share options issued in 2020 were all exercised in 2021.
Payments to past Directors
No payments were made to past Directors during the year.
Payments for loss of office
No payments for loss of office were made in the year ended 31 December 2022.
Statement of Directors’ shareholding and share interest
The interests of the Directors in the shares of the Company, including family and trustee holdings are disclosed on page 29 of the Annual Report.
35
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
36
AltynGold plc
Annual Report 2022
ANNUAL REMUNERATION REPORT
continued
Performance targets
There are no performance measure targets associated with the Directors Remuneration.
Performance graph
The following information is unaudited.
Shown below is Altyn’s performance against the FTSE 350 mining index, which the Directors believe is the most appropriate market measure to judge the
performance of the Company against.
Directors interest in shares and substantial shareholdings
The information which has been audited is disclosed on page 29 of the Directors’ Report.
Remuneration of the Chief Executive Officer over the last ten years
Aidar Assaubayev was appointed on 20 February 2013, replacing Timothy Daffern who was appointed on 5 November 2009. Included in the remuneration of
Timothy Daffern for the year 2013 is an amount of US$307,432 relating to a payment in respect of a change of control of the Company.
The table below demonstrates the remuneration of the CEO for the last ten years
Total remuneration
Year
Chief Executive Officer
US$000
2022
Aidar Assaubayev
79
2021
Aidar Assaubayev
41
2020
Aidar Assaubayev
38
2019
Aidar Assaubayev
38
2018
Aidar Assaubayev
83
2017
Aidar Assaubayev
201
2016
Aidar Assaubayev
215
2015
Aidar Assaubayev
175
2014
Aidar Assaubayev
82
2013
Timothy Daffern
626
2012
Timothy Daffern
282
0
50
100
150
200
250
300
2010
2011
2012
2013
2014
2022
2021
2020
2019
2018
2017
2016
2015
%
FTSE 350 Mining Index
Altyn Gold Plc
37
AltynGold plc
Annual Report 2022
Relative importance of spend on pay
The total expenditure of the Company on remuneration to all employees in shown in note 7 to the financial statements and in the table below.
2022
2021
Remuneration
US$
US$
Directors emoluments
286
236
Employee salaries
3,266
3,087
Employer social tax and national insurance
866
761
Total
4,418
4,084
As the Company is currently not making distributions the relative importance of pay has been measured against debt repayments in the year. In 2022 the salaries
represented 0.29 times the amount paid back in loan repayments in the year (2021: 0.51 times).
Annual change in compensation for members of the Board and the remuneration of average employees over the last five years
2018
2019
2020
2021
2022
US$
US$
US$
US$
US$
Remuneration fees Kanat Assaubayev
– appointed on 23 October 2013
41,400
37,500
– Year-on-year difference
– 41,400
(3,900)
– Year-on-year difference – %
100
(9)
Remuneration fees Aidar Assuabayev
– appointed 20 February 2013
83,952
38,400
38,400
41,400
79,688
– Year-on-year difference
(117,288)
(45,552)
3,000
38,288
– Year-on-year difference – %
(58.28)
(54.26)
7.81
92
Remuneration fees Sanzhar Assaubayev
– appointed on 29 February 2016
– 41,400
37,500
– Year-on-year difference
– 41,400
(3,900)
– Year-on-year difference – %
100
(9)
Remuneration fees Ashar Qureshi
– appointed 7 December 2012
35,899
34,560
34,560
37,260
33,750
– Year-on-year difference
1,069
(1,339)
0
2,700
(3,510)
– Year-on-year difference – %
3.07
(3.73)
7.81
(9)
Remuneration fees Vladimir Shkolnik
– appointed 22 November 2017
35,899
34,560
34,560
37,260
33,750
– Year-on-year difference
1,069
(1,339)
2,700
(3,510)
– Year-on-year difference – %
3.07
(3.73)
7.81
(9)
Remuneration fees Thomas Gallagher
– appointed 9 December 2020, resigned 24 January 2022
3,886
37,260
– Year-on-year difference
3,886
33,374
– Year-on-year difference – %
100
858.83
Remuneration fees Maryam Buribayeva
– appointed 24 January 2022
– – 31,741
– Year-on-year difference
– – –
– Year-on-year difference – %
– – –
Remuneration fees Andrew Terry
– appointed 24 January 2022
– – 31,741
– Year-on-year difference
– – –
– Year-on-year difference – %
– – –
Remuneration of average employees
7,318
6,285
4,984
7,585
7,776
– Year-on-year difference
1,525
(1,033)
(1,301)
2,600
191
– Year-on-year difference – %
26
(14)
(21)
52
3
The average remuneration of employees is based on group employees numbers employed in Kazakhstan, in part the changes in average pay will also be a
function of changes in exchange rates as the salaries are paid in Kazakh Tenge.
Governance
Strategic report
Financial statements
38
AltynGold plc
Annual Report 2022
REMUNERATION POLICY REPORT
The remuneration policy of the Company was approved by a binding vote at the Annual General Meeting held on 24 June 2021, see details on page 35. As the
policy is determined tri-annually the next vote to determine the remuneration policy of Company will be in 2024.
At present the only remuneration payable to the Directors is that of a base salary. In setting the policy the Remuneration Committee has taken the following into
account:
p
the need to attract, retain and motivate individuals of a calibre who will ensure successful leadership and management of the Company;
p
the Company’s general aim of seeking to reward all employees fairly according to the nature of their role and their performance;
p
remuneration packages offered by similar companies in the same sector;
p
the need to align the interests of the shareholders with the long term growth and interests of the Company;
p
the need to be flexible and adjust with operational changes throughout the term of the policy.
The remuneration of the Non-Executive Directors is determined by the Board, and takes into account additional remuneration for services outside the scope of the
ordinary duties of the Non-Executive Directors.
The details in relation to the Directors remuneration policy are available on the website www.altynGold.uk.
39
AltynGold plc
Annual Report 2022
Opinion
We have audited the financial statements of AltynGold Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2022 which
comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of
Financial Position, Consolidated and Parent Company Statements of Changes in Equity, Consolidated and Parent Company Statements of Cash Flows and notes to
the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law
and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
p
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2022 and of the group’s
profit for thee year then ended;
p
the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
p
the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in
accordance with the provisions of the Companies Act 2006; and
p
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent
company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to adopt the going concern basis of
accounting included:
p
Testing the integrity of the forecast model, checking the accuracy and completeness of the model, including challenging the appropriateness of estimates and
assumptions with reference to empirical data and external evidence with specific focus on the following assumptions: gold price, production, costs, gold grade,
recoveries and foreign exchange rates and assessed their consistency with approved budgets and the mine development plan, as applicable;
p
Comparing budgets to actual figures achieved to assess the reliability of director’s forecasts;
p
Evaluating director’s sensitivity analysis and performing our own sensitivity analysis in respect of the key assumptions underpinning the forecasts. We assessed
the validity of any mitigating actions identified by directors; and
p
Confirming the terms of all borrowing facilities in place and that the terms are not breached and reviewing the repayments to check these are accurately
reflected in the cash flow forecast.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast
significant doubt on the group’s or parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit
and the nature, timing and extent of our audit procedures.
Materiality applied to the group financial statements was $975,000 with performance materiality set at $585,000. This amount was based upon 1% of the group’s
total assets. Our determination was considered appropriate as the group’s main asset is its 100% interest in the Sekisovskoye gold mine and its exploration site at
Teren-Sai in North East Kazakhstan. The underlying driver of activity in the business are the gold deposits in Kazakhstan which are encapsulated within Property,
Plant & Equipment and Intangible assets. We believe gross assets to be the key metric in determining materiality.
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatement. At the planning stage, materiality is
used to determine the financial statement areas that are included within the scope of our audit.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds
overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining sample sizes.
In determining performance materiality, we considered the following factors:
p
the consistency in the level of judgement required in key accounting estimates;
p
the stability in key management personnel; and
p
the level of centralisation in the Group’s financial reporting controls and processes.
Governance
Strategic report
Financial statements
INDEPENDENT AUDITOR’S REPORT
40
AltynGold plc
Annual Report 2022
INDEPENDENT AUDITOR’S REPORT
continued
For each significant component in the scope of our audit, we allocated a component materiality based on the maximum aggregate component materiality. The
range of materiality allocated across components was between $477,000 and $828,000, being a percentage of between 49% and 85% of group materiality which is
based upon 1% of total assets.
We agreed with the audit committee that we would report all individual audit differences identified for the group during the course of our audit in excess of
$49,000. We also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.
Materiality applied to the parent company’s financial statements was $828,000. The benchmark for determining materiality of the parent company was 85% of
group materiality and equates to 0.7% of the parent company’s gross assets. We agreed with the audit committee that we would report all individual audit
differences identified for the parent company during the course of our audit in excess of $41,000 together with any other audit misstatements below that
threshold that we believe warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at
areas involving significant accounting estimates and judgement by the directors and considered future events that are inherently uncertain.
We note that the group has significant carrying values in both intangible assets and property, plant & equipment which is underpinned by the quantity and quality
of resources being mined. Both of these areas are inherently complicated and require a significant amount of judgement by management. We also addressed the
risk of management override of internal controls, including evaluating whether there was evidence of bias by management that represented a risk of material
misstatement due to fraud. Our approach also considered the impact of qualification in the prior year audit report on our own audit opinion.
We determined that of the 3 subsidiaries 2 were considered material and significant components and were subjected to a full scope audit. The remaining
component was not considered material, we performed a limited scope analytical review together with substantive testing, as appropriate.
The two material and significant components were both located in Kazakhstan. They were audited by PKF Littlejohn LLP using a team from the PKF network firm
based in Kazakhstan with specific experience of auditing mining companies. We interacted regularly with the audit team during all stages of the audit and we
were responsible for the scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate evidence for our
opinion on the group and parent company financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and
include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Carrying value of Mining Assets (Note 15)
Property, plant & equipment amounts to $36.9m and includes $14.4m of
mining assets and $2.3m of assets under construction. There is a risk that the
carrying value of these assets are not recoverable and that these amounts
should be impaired.
There are further risks that licenses and mining rights may be discontinued or
non-renewed. The value in these assets is derived from the rights and
obligations of the mining licenses at Sekisovskoye & Teren-Sai.
This is considered to be a KAM due to the material nature of the balance and
the level of estimation and judgement required by management when they
are assessing the carrying value of these assets.
Our work in this area included:
p
Assessing and reviewing indicators of impairment as per IAS 36 and
considering whether any apply to the group;
p
Obtaining, reviewing and challenging management’s present value
calculations for indicators of impairment;
p
Assessing the appropriateness of estimates and inputs used in
management’s value in use model, including commodity price,
production, operating costs, capital costs, discount rates, foreign exchange
rates;
p
Comparing the proven and probable reserves included in the models to
the independent Competent Person’s report and performed procedures
to assess their independence and competence; and
p
Physically attending the mine site and observing operations.
Key Observation:
Based on management’s impairment assessment the carrying value of the
mining asset is reasonable as at 31 December 2022.
41
AltynGold plc
Annual Report 2022
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors
are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Key Audit Matter
How our scope addressed this matter
Valuation of capitalised exploration costs capitalised as intangible
assets under IFRS 6 (Note 14)
Intangible assets comprise of geological data and exploration and evaluation
costs in relation to the Teren-Sai ore fields and are valued at $12.7m. The
recoverability of these intangible assets are key to the long-term success of
the group.
There is the risk that the carrying values of these assets are not recoverable
and that these amounts should be impaired.
This is considered to be a KAM due to the material nature of the balance and
the level of estimation and judgement required by management when they
are assessing the carrying value of these assets.
Our work in this area included:
p
Obtaining the current exploration licences and ensuring that they remain
valid;
p
Reviewing the indicators of impairment listed in IFRS 6 which may include
a review of internal / external drilling results produced during the year;
p
Reviewing the key external reports for indicators of impairment;
p
Enquiring of management over the future plans for each license including
obtaining cashflow projections where necessary;
p
Reviewing the exploration and evaluation expenditures to assess their
eligibility for capitalisation under IFRS 6 by corroborating to the original
source documentation; and
p
Comparing the proven and probable reserves included in the models to
the independent Competent Person’s report and performed procedures
to assess their independence and competence.
Key Observation:
Based on the audit work performed we do not consider intangible assets as
at 31 December 2022 to be materially misstated. It is however important to
draw users attention to the fact that the recoverable value of the intangible
assets is dependent on the Group obtaining the necessary licence renewals.
Failure to obtain the necessary licence renewals may result in a full
impairment to the carrying value of the intangible assets held.
Management override of controls
The prior year audit opinion was qualified as insufficient appropriate audit
evidence was able to be obtained to confirm the validity and recoverability of
a prepayment to a supplier and whether or not the supplier in question was
a related party. There is the risk that the processes surrounding such
prepayments have not improved in the period and that appropriate audit
evidence remains unavailable.
This has been identified as a KAM due to the fact that the matter led to a
qualified opinion in the prior period.
Our work in this area included:
p
Reviewing local tendering processes as well as evidencing award of
contracts through publicly available information;
p
Assessing whether policies and procedures introduced following the
review of internal controls are operating effectively;
p
Inquiring local management and reviewing local legal opinions obtained;
p
Testing journals through a methodology designed specifically to identify
any journals that fit the characteristics of that event and whether this
indicates further management override of control or additional related
parties that management have not previously disclosed; and
p
Evaluating whether there is a clear business rationale to support any
significant transactions outside the normal course of the business of the
entity, or transactions which otherwise appear to be unusual.
Key Observation:
Based on the work performed, no further instances of management override
of controls, beyond those reported by the company in respect of the matter
on page [37], were identified in the period subject to audit.carrying value of
the intangible assets held.
Governance
Strategic report
Financial statements
42
AltynGold plc
Annual Report 2022
INDEPENDENT AUDITOR’S REPORT
continued
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
p
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the
financial statements; and
p
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
p
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited
by us; or
p
the parent company financial statements and the part of the directors’ remuneration report to be audited are not in agreement with the accounting records
and returns; or
p
certain disclosures of directors’ remuneration specified by law are not made; or
p
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the group and parent company financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including
fraud is detailed below:
p
We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably
be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with local management,
local advisors and the local audit team;
p
We tested the appropriateness of journal entries made through the year by applying specific criteria to detect possible irregularities and fraud;
p
For significant and unusual transactions, particularly those occurring at or near year-end, we obtained evidence for the rationale of these transactions and the
sources of financial resources supporting the transactions;
p
We reviewed minutes from board meetings of those charges with governance to identify any instances of non-compliance with laws and regulations; and
p
We assessed the judgements made by management when making key accounting estimates and judgements, and challenging management on the
appropriateness of these judgements, including in person site visits to the mining operations and engaging with specialists to assess the results of mining
operations.
p
We determined the principal laws and regulations relevant to the group and parent company to include elements of the significant laws and regulations
relating to the industry, financial reporting framework, listing rules, tax legislation and environmental regulations in the UK and Kazakstan;
p
We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent
company with those laws and regulations. These procedures included, but were not limited to:
p
Holding discussions with management to determine any known or suspected instances of non-compliance with laws and regulations or fraud identified by
them;
p
Review of legal and regulatory correspondence; and
p
Review of Board minutes.
p
We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of
a risk of fraud arising from management override of controls, that these were in respect of the key audit matters (see section above).
p
As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were
not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business with a focus on any prepayments made in respect of mining development.
p
A local network firm worked as part of the audit team to support with local matters and we directed them to ensure an assessment was performed on the
extent of the components compliance with the relevant local and regulatory framework.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the
financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters which we are required to address
We were appointed by the Audit Committee on 19 January 2023 to audit the financial statements for the period ending 31 December 2022 and subsequent
financial periods. Our total uninterrupted period of engagement is 1 year, covering the period ended 31 December 2022.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group
and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Joseph Archer (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14 4HD
5 May 2023
43
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
44
AltynGold plc
Annual Report 2022
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2022
2022
2021
Note
$000
$000
Revenue
5
62,037
50,290
Cost of sales
(32,697)
(22,496)
Gross profit
29,340
27,794
Administrative expenses
(8,590)
(4,648)
Administrative expenses – sponsorship programmes
10
(3,654)
(490)
Impairments
8
(82)
(734)
Operating profit
17,014
21,922
Foreign exchange
(504)
(366)
Finance expense
(3,096)
(3,289)
Total finance cost
9
(3,600)
(3,655)
Profit before tax
10
13,414
18,267
Taxation (expense)/receipt
11
(181)
56
Profit for the year attributable to the equity holders of the parent
13,233
18,323
Profit per ordinary share
Basic
48.42c
67.04c
Diluted
12
48.42c
67.04c
The notes on pages 51 to 73 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
for the year ended 31 December 2022
2022
2021
Note
$000
$000
Profit for the year
13,233
18,323
Items that may be reclassified subsequently to the income statement
Currency translation differences arising on translations of foreign operations
(4,822)
(1,491)
Currency translation differences on translation of foreign operations relating to tax
(1,408)
3,038
(6,230)
1,547
Total comprehensive profit for the year
7,003
19,870
Total comprehensive profit attributable to:
Equity holders of the parent
7,003
19,870
The notes on pages 51 to 73 form an integral part of these financial statements.
45
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
2022
2021
(Registration number: 05048549)
Note
$000
$000
Assets
Non-current assets
Intangible assets
14
12,698
13,346
Property, plant and equipment
15
36,975
35,350
Deferred tax assets
11
6,052
8,189
Trade and other receivables
18
14,600
3,925
Restricted cash
50
70
70,375
60,880
Current assets
Inventories
17
11,260
9,121
Trade and other receivables
18
16,622
21,530
Cash and cash equivalents
116
3,593
27,998
34,244
Total assets
98,373
95,124
Equity and liabilities
Current liabilities
Trade and other payables
19
(6,253)
(5,684)
Provisions
21
(263)
(232)
Loans and borrowings
22
(13,611)
(15,087)
(20,127)
(21,003)
Non-current liabilities
VAT payable
19
(332)
(242)
Other payables
19
(688)
(1,000)
Provisions
21
(5,517)
(5,453)
Loans and borrowings
22
(9,501)
(12,221)
(16,038)
(18,916)
Total liabilities
(36,165)
(39,919)
Equity
Share capital
24
4,267
4,267
Share premium
152,839
152,839
Merger reserve
(282)
(282)
Foreign currency translation reserve
(57,642)
(51,412)
Accumulated losses
(36,974)
(50,207)
Equity attributable to owners of the company
(62,208)
(55,205)
Total equity and liabilities
(98,373)
(95,124)
Approved by the Board on 5 May 2023 and signed on its behalf by:
Mr Aidar Assaubayev (Chief Executive Officer)
Mr Sanzhar Assaubayev (Executive Director)
Director
Director
The notes on pages 51 to 73 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2022
46
AltynGold plc
Annual Report 2022
2022
2021
(Registration number: 05048549)
Note
$000
$000
Assets
Non-current assets
Investments in subsidiaries
16
48,132
50,339
Loans due from subsidiaries
16
72,996
63,795
121,128
114,134
Current assets
Trade and other receivables
18
14
95
Cash and cash equivalents
70
1,826
84
1,921
Total assets
121,212
116,055
Equity and liabilities
Current liabilities
Trade and other payables
19
(971)
(989)
Loans and borrowings
22
(9,723)
(971)
(10,712)
Non-current liabilities
Loans due to subsidiary
22
(31,118)
(29,110)
Total liabilities
(32,089)
(39,822)
Equity
Share capital
24
4,267
4,267
Share premium
152,839
152,839
Foreign currency translation reserve
(16,338)
(16,338)
Accumulated losses
(51,645)
(64,535)
Total equity
(89,123)
(76,233)
Total equity and liabilities
(121,212)
(116,055)
The parent Company is claiming the exemption under the Companies Act 2006 s408 not to present it’s individual income statement. The Company made a profit
of US$12,891,000 in the year (2021: loss US$375,000).
Approved by the Board on 5 May 2023 and signed on its behalf by:
Mr Aidar Assaubayev (Chief Executive Officer)
Mr Sanzhar Assaubayev (Executive Director)
Director
Director
The notes on pages 51 to 73 form an integral part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION
as at 31 December 2022
47
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
Currency
Share
Share
Merger
translation
Other
Accumulated
Total
capital
premium
reserve
reserve
reserves
losses
equity
$000
$000
$000
$000
$000
$000
$000
At 1 January 2021
4,267
152,839
(282)
(52,959)
333
(68,863)
35,335
Profit for the year
18,323
18,323
Other comprehensive income
1,547
1,547
Total comprehensive income
1,547
18,323
19,870
Share options exercised
(333)
333
At 31 December 2021
4,267
152,839
(282)
(51,412)
(50,207)
55,205
At 1 January 2022
4,267
152,839
(282)
(51,412)
(50,207)
55,205
Profit for the year
13,233
13,233
Other comprehensive loss
(6,230)
(6,230)
Total comprehensive income
(6,230)
13,233
7,003
At 31 December 2022
4,267
152,839
(282)
(57,642)
(36,974)
62,208
Group Reserves
Share capital
Amount of the contributions made by shareholders in return for issue of shares at their nominal value.
Share premium
Amount subscribed for share capital in excess of nominal value.
Merger reserve
Reserve created on application of merger accounting under a previous GAAP.
Currency translation reserve
Gains/losses arising on re-translating the net assets of overseas operations into US Dollars.
Other reserve
Amount of proceeds on issue of convertible debt relating to the equity component, transferred to reserves in 2021
when the debt was repaid.
The notes on pages 51 to 73 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2022
48
AltynGold plc
Annual Report 2022
Currency
Share
Share
translation
Other
Accumulated
capital
premium
reserve
reserves
losses
Total
$000
$000
$000
$000
$000
$000
At 1 January 2021
4,267
152,839
(16,338)
333
(64,493)
76,608
Loss for the year
(375)
(375)
Total comprehensive income
(375)
(375)
Share options exercised
(333)
333
At 31 December 2021
4,267
152,839
(16,338)
(64,535)
76,233
At 1 January 2022
4,267
152,839
(16,338)
(64,535)
76,233
Profit for the year
12,890
12,890
Total comprehensive income
12,890
12,890
At 31 December 2022
4,267
152,839
(16,338)
(51,645)
89,123
Company reserves
Share capital
Amount of the contributions made by shareholders in return for the issue of shares at their nominal value.
Share premium
Amount subscribed for share capital in excess of nominal value.
Currency translation reserve
Gains/losses arising on re-translating the net assets of overseas operations into US Dollars.
Other reserve
Amount of proceeds on issue of convertible debt relating to the equity component transferred to reserves as the debt
was repaid.
The notes on pages 51 to 73 form an integral part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2022
49
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
2022
2021
Note
$000
$000
Cash flows from operating activities
Net cash flow from operating activities
23
12,234
6,797
Cash flows from investing activities
Acquisitions of property plant and equipment
(8,948)
(5,502)
Acquisition of intangible assets
14
(240)
(830)
Net cash flows from investing activities
(9,188)
(6,332)
Cash flows from financing activities
Interest paid
23
(2,388)
(2,411)
Loans received
11,025
6,356
Loans repaid
(15,028)
(7,985)
Net cash flows from financing activities
(6,391)
(4,040)
Net decrease in cash and cash equivalents
(3,345)
(3,575)
Cash and cash equivalents at 1 January
3,593
7,154
Effect of exchange rate fluctuations on cash held
(132)
14
Cash and cash equivalents at 31 December
116
3,593
The notes on pages 51 to 73 form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2022
50
AltynGold plc
Annual Report 2022
2022
2021
Note
$000
$000
Cash flows from operating activities
Net cash outflow from operating activities
23
(1,096)
(1,219)
Net cash flow from operating activities
(1,096)
(1,219)
Cash flows from financing activities
Loans received
10,182
Interest repaid
(842)
(992)
Loans repaid
(10,000)
(2,279)
Net cash flows from financing activities
(660)
(3,271)
Net decrease in cash and cash equivalents
(1,756)
(4,490)
Cash and cash equivalents at 1 January
1,826
6,316
Cash and cash equivalents at 31 December
70
1,826
The notes on pages 51 to 73 form an integral part of these financial statements.
COMPANY STATEMENT OF CASH FLOWS
for the year ended 31 December 2022
51
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
1 General information
AltynGold Plc (the “Company”) is a Company incorporated in England and Wales under the Companies Act 2006. The address of its registered office, and place of
business of the Company and its subsidiaries is set out within the Company information on page 80 of this annual report. The principal activities of the Company
and subsidiaries are set out on page 27 and, the strategic review within this annual report.
2 Basis of preparation
The annual report is for the year ended 31 December 2022 and includes the consolidated and parent company’s financial statements. The financial statements
have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards.
The financial statements have been prepared using accounting policies set out in note 4 which are consistent with all applicable IFRSs and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRSs. For these purposes, IFRSs comprises the standards issued by the International Accounting
Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee as adopted by the United Kingdom. The financial
statements have been prepared under the historical cost convention, and on a going concern basis.
Going concern
The Group increased turnover in the year to US$62m, with a stable gold price and increased production profitability was expected to be higher. The Group
generated an EBITDA of US$21.9m (2021 US$26.4m). The EBITDA was lower than the prior year due to additional costs incurred in the period, as a result of costs in
relation to government initiated sponsorship of community projects, these amounted to US$3.6m, together with fees paid in relation to project appraisals and
consultancy amounting to US$3m. These fees are not expected to be at the same level in future years.
In summary the EBITDA was utilised in repayment of debt, falling from US$27.4m to US$23.1m, the investment in capital equipment of US$9m, and advances to
suppliers to commence works at Sekisovskoye which resulted in an increase of working capital of US$8m. As the US$10m Bond was repaid in December 2022, this
resulted in a low cash balance at the year end of US$116,000 (2021: US$3.6m).
The Board have reviewed the Group’s forecast cash flows for the period to June 2024, which include the capital and interest repayments to be made in relation to
the Group’s borrowings. The bank loans to fund the increase in production have been agreed with capital repayment holidays to allow production to increase
before principal loan repayments are required. In addition the Company has raised further funds amounting to US$9.4m (after fees) by placing a bond on AIX in
April 2023 to provide additional working capital to fund operations in its growth stage.
Capital and operating costs are based on approved budgets and latest forecasts and development plans. Based on the Group’s cash flow forecasts, the Directors
believe that the net cash flows from operations, and increased production based on projections of future growth, are sufficient for the Company to achieve its
current plans and cash requirements including the repayment of loans which are due for repayment in the period.
The Board have considered possible stress case scenarios that they consider may be likely to impact on the Group’s operations, financial position and forecasts.
Factors considered are ones that may lower the production at the mine and possible impact on the price of gold if this was to fall. From the analysis undertaken
the Board have concluded that Group will be able to continue to trade by the careful management of its existing resources. The stress tests included the following
scenarios amongst others, a fall in the gold price by 10% from current levels, a drop in budgeted production by 10% or a combination of both factors together. In
each case the Group would not experience a cash shortfall in either scenario. If required the Group would manage its resources, reducing investment and
managing its payables in order to maintain liquidity.
The Board therefore considers it is appropriate to adopt the going concern basis of accounting in preparing these financial statements.
3 Adoption of new and revised standards
A number of new standards, amendments to standards and interpretations, are effective for annual periods beginning on or after 1 January 2022. They have been
adopted and applied in preparing these financial statements as appropriate.
p
Annual Improvements to IFRS 2018-2020, Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards-Subsidiary as a First-time
Adopter, Amendment to IFRS 9 Financial Instruments –Fees in the ‘10 per cent’ Test for Derecognition of Financial Liabilities.
p
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)
p
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
p
Reference to the Conceptual Framework (Amendments to IFRS 3)
Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2022, have not been applied in preparing these
financial statements. The Company is reviewing the new standards, amendments to standards and interpretations as noted to assess the potential impact on the
financial statements they have not been applied in preparing these financial statements.
p
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
p
Definition of Accounting Estimates (Amendments to IAS 8)
p
IFRS 17 Insurance Contracts, Amendments to IFRS 17, Initial Application of IFRS 17 and IFRS 9 Comparative Information Definition of Accounting Estimates
(Amendments to IAS 8)
There was no material impact on the adoption of new or revised standards on the results in December 2022.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
52
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
4 Accounting policies
Basis of consolidation
Where a company has control over an investee, the investee is classified as a subsidiary. A company controls an investee if all three of the following elements are
present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns.
Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany
transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the
acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations
are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are de-consolidated from the date on
which control ceases.
Revenue recognition
Revenue represents amounts received for goods provided in the normal course of business, net of VAT and any other sales related taxes.
The Company’s revenue is generated entirely from the sale of the gold and silver (“Precious Metal”) content of doré. The doré was delivered to a precious metal
refiner, based in Kazakhstan during 2022 and 2021, which also purchased all precious metal that was refined. Title of the precious metal passes upon acceptance of
the delivery from the Company to the refiner. Sales of precious metal are only recognised when the delivery has been accepted and title for the precious metal has
accordingly been passed to the refiner. The Company does not hedge or otherwise enter into any derivatives in respect of its sales of doré. Sales are recorded at
the actual selling price of the doré which is based on current market prices. The Company receives 90% less fees of the revenue on delivery of the dore to the
refiner based on the spot dollar and gold and silver prices on the day of delivery. The balance is paid once the dore is refined into gold or silver and is usually paid
with 14 days, based on the original gold price or silver price and spot price of the US dollar on the day of settlement.
Foreign currencies
The Company has prepared its financial statements in United States Dollars (US$). The functional currency of the companies in Kazakhstan is the Kazakhstan Tenge
(KZT). The functional currency of the Company and AltynGold Holdings Limited (formerly Hambledon Mining Company Limited) is the United States Dollars (US$).
The rates used to convert Pound Sterling and Kazakhstan Tenge into United States Dollar in these financial statements are as follows:
US$ to Pound Sterling closing 1.21 (2021: 1.35), average 1.24 (2021: 1.38),
US$ to Kazakh Tenge closing 462.65 (2021: 431.67) average 460.48 (2021: 426.03).
The year end and average rates used for the Kazakh Tenge have been obtained from the National Bank of Kazakhstan.
Transactions denominated in currencies other than the functional currency of each respective entity are recorded at the rate of exchange prevailing at the date of
the transaction. Monetary assets and liabilities are translated into the relevant functional currency at the closing rates of exchange at the reporting date. Exchange
differences arising from the restatement of monetary assets and liabilities at the closing rate of exchange at the reporting date or from the settlement of monetary
transactions at a rate different from that at which the asset or liability was recorded are dealt with through the statement of profit or loss.
On consolidation, the results of overseas operations are translated into US dollars, the presentation currency, at rates approximating to those ruling when the
transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the balance sheet date. Exchange differences arising on
translating the opening net assets at the opening rate and the results of overseas operations at the actual rate are recognised directly in the consolidated
statement of other comprehensive income. The intercompany loans form a part of the Company’s investment in a foreign operation. The exchange difference
arising on the intercompany loans on translation in the company income statement is being recognised in other comprehensive income which on consolidation is
recognised in a separate component of equity until disposal of the foreign operations.
In the individual Parent Company financial statements foreign exchange gains/losses are recognised in the income statement.
Intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their expected economic life. In the
Directors’ opinion this is 10 years from May 2016 being the licenced period of the Teren-Sai exploration project. There is no effect on the income statement as
amortisation costs of the geological data are capitalised in line with the accounting policy on exploration and evaluation costs.
53
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
4 Accounting policies
continued
Exploration and evaluation costs
All costs incurred prior to obtaining the legal right to undertake exploration and evaluation activities on a project are written off as incurred. All costs associated
with mineral exploration and investments are capitalised on a project by project basis, pending determination of the feasibility of the project. Costs incurred
include appropriate technical and administrative expenses. If an exploration project is successful and the project is determined to be commercially viable, the
related costs will be transferred to mining assets and amortised over the estimated life of the mineral reserves on a unit of production basis. Where a project is
relinquished, abandoned, or is considered to be of no further commercial value to the Group, the related costs are written off. Impairment reviews performed
under IFRS 6 ‘Exploration for and evaluation of mineral resources’ are carried out on a project by project basis, with each project representing a potential single cash
generating unit. An impairment review is undertaken when indicators of impairment arise; typically when one of the following circumstances applies:
p
sufficient data exists that render the resource uneconomic and unlikely to be developed;
p
title to the asset is compromised;
p
budgeted or planned expenditure is not expected in the foreseeable future;
p
insufficient discovery of commercially viable resources leading to the discontinuation of activities.
Property, plant and equipment
Mining properties comprise previously capitalised exploration, evaluation and development expenditure incurred during the exploration and development stages
of the Company’s mining projects.
Other items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost include directly attributable costs and estimated
present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.
Assets under construction represent assets under development that are not at the stage that can be used commercially to generate revenues, no depreciation is
applied to these assets.
Depreciation
Depreciation of property, plant and equipment is calculated on a straight line or units of production basis, as appropriate. Assets are fully depreciated over their
economic lives, or over the remaining life of the mine if shorter.
Assets under construction and freehold land are not depreciated.
Asset class
Depreciation method and rate
Buildings
8-10 per cent per annum straight line basis
Equipment, fixtures and fittings
10-40 percent per annum straight line basis
Plant,machinery and vehicles
7-30 per cent. per annum straight line basis
Mining properties
Unit of production based on the proven reserves
Impairment of non-current assets
Property, plant and equipment and intangible assets are assessed for impairment at each reporting date when events or a change in circumstances suggest that
the carrying amount of an asset may exceed the recoverable amount.
Where there has been an indication of a possible impairment, management assesses the recoverability of the carrying value of the asset by comparing it with the
estimated discounted future net cash flows generated by the asset based on management’s expectation of future production and selling prices. Any identified
impairment is charged to the statement of profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount but such that the
increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior
years.
A reversal of impairment loss is recognised in the profit or loss immediately.
Inventories
Inventories are valued at the lower of cost or net realisable value. Net realisable value represents the estimated selling price less all estimated costs of completion
and costs to be incurred in marketing, selling and distribution.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
Spare parts and consumables
– Purchase costs on a first in, first out basis;
Ore stockpiles, work in progress and finished gold
– Dependent on the current stage in the production cycle, the cost will reflect cost of direct materials, power,
labour and a proportion of overhead, to bring the product to its current state.
54
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
4 Accounting policies
continued
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the statement of profit or loss because it
excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable profit and is accounted for by using the balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither
the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, and interests in joint ventures except where the Company is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits
will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability
is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged to other comprehensive
income or credited directly to equity, in which case the deferred tax is also dealt within equity. Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or
substantively enacted by the reporting date.
Financial Instruments
Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group becomes party to the contractual
provisions of the instrument.
Trade and other receivables
Trade and other receivables are recognised initially at their transaction price in accordance with IFRS 9 and are subsequently measured at amortised cost. The
Group applies the simplified approach to providing for expected credit losses (ECL) prescribed by IFRS 9, which permits the use of the lifetime expected loss
provision for all trade receivables measured on a collection basis. Expected credit losses are assessed on a forward looking basis, using information such as the
expected future currency, commodity and inflation rates. The loss allowance is measured at initial recognition and throughout its life at an amount equal to
lifetime ECL. Any impairment is recognised in the income statement. Detail in relation to the ECL provision are given in note 16.
If there is no reasonable expectation of recovery after assessing the ability of the debtor to repay the amount due it will be written off but further legal action may
be taken to recover the amount due subject to a cost benefit assessment of the amounts involved. The Company will deem an amount to go into default if the
terms of the contractual payment are breached and the subsequent follow up to remedy the breach and agree a revised repayment schedule is unsatisfactory.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits, and other short-term highly liquid investments with original maturities of less than three
months and which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value, for the purposes of statement of
cash flow.
Cash retained for the purposes of restoration of the land after the end of the licence period is not included within cash resources see note 21.
Investments
Investment in subsidiaries are included at cost less impairment.
Loans and receivables from subsidiaries
Loans to subsidiary undertakings are subject to IFRS 9’s expected credit loss model. The intercompany loans are repayable on a deferred basis, and a three year
notice of repayment can only be given after full repayment of the Bank Center Credit loan, which is repayable in October 2026. The earliest the loans can be repaid
is October 2029.
The intercompany loans at present are considered to be in stage 2, and have been assessed as indicated in the IFRS 9 ECL model, with extensions being made on
the repayment terms of the original loans that were given. As the loans are considered to be in stage 2A lifetime ECL is determined using all relevant, reasonable
and supportable historical, current and forward-looking information that provides evidence about the risk that the subsidiaries will default on the loan and the
amount of losses that would arise as a result of that default.
Financial liabilities
The Group classifies its financial liabilities into one of two categories discussed below, depending on the purpose for which the liability was acquired.
55
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
4 Accounting policies
continued
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss are carried in the consolidated statement of financial position at fair value with changes in fair value
recognised in the consolidated income statement. The Group does not have any liabilities held for trading nor has it designated any other financial liabilities as
being at fair value through profit or loss.
Other financial liabilities
Other financial liabilities comprise borrowings, trade payables and other short-term monetary liabilities. These are initially measured at fair value and subsequently
recognised at amortised cost using effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled, or they expire.
Fair value measurement hierarchy
The Group classifies its financial assets and financial liabilities measured at fair value using a fair value hierarchy that reflects the significance of the inputs used in
making the fair value measurement. The fair value hierarchy has the following levels:
p
quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
p
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices) (level 2);
p
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3);
p
the level in the fair value hierarchy within the financial asset or financial liability is determined on the basis of the lowest level input that is significant to the fair
value measurement.
Compound instruments
The component parts of compound instruments (convertible notes and loans with detachable warrants) issued by the Company are classified separately as
financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
A conversion option that will be settled by the exchange of a fixed amount of cash for a fixed number of the Company’s own equity instruments is an equity
instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non convertible instruments. This
amount is subsequently recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the
instrument’s maturity date.
The conversion option or detachable warrant classified as equity is determined by deducting the amount of the liability component from the fair value of the
compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently re-measured. Gains or losses are
recognised in profit or loss upon conversion or expiration of the conversion option.
Transaction costs that relate to the issue of the compound instruments are allocated to the liability and equity components in proportion to the fair value of the
debt and equity components. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability
component are included in the carrying amount of the liability component and are amortised over the lives of the compound instruments using the effective
interest method.
The Company repaid its convertible bond liabilities in the year, and currently has no compound instruments.
Share capital
Financial instruments used by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The
Company’s ordinary shares are classified as equity instruments and are recorded as proceeds received, net of direct issue costs.
Provision for commitments and contingencies
Provisions are recognised when the Company has a present obligation at the reporting date, which occurred as a result of a past event, and it is probable that the
Company will be required to settle that obligation and the amount of the obligation can be reliably estimated.
Possible obligations that are less than probable, and commitments to make purchases and incur expenditure in future periods, are not recognised as provisions
but are disclosed as commitments and contingencies.
Provision for site rehabilitation and decommissioning costs and the associated asset is recorded at the present value of the expected expenditure required to settle
the Company’s future obligations. Actual outcomes may vary. Details regarding the provision for site rehabilitation and decommissioning costs are set out in
note 21 to the financial statements.
56
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
4 Accounting policies
continued
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Company’s accounting policies, the Directors have made judgements and estimates that may have a significant effect on the amount
recognised in the financial statements. These include:
p
carrying value of property, plant and equipment, including estimates made in respect of reserves and resources, discount rate and future gold prices (note 15):
Costs capitalised as mining assets in property, plant and equipment, and intangible assets are assessed for impairment when circumstances suggest that the
carrying value may exceed its recoverable value. As part of this assessment, management has not carried out an impairment test, as no indicators of
impairment have been identified. This test compares the carrying value of the assets at the reporting date with the expected discounted cash flows. For the
discounted cash flows to be calculated, management has used a production profile based on its best estimate of proven and probable reserves of the assets
and a range of assumptions, including an estimated price of gold and a discount rate which, taking into account other assumptions used in the calculation,
management considers to be reflective of the risks. This assessment involves judgement as to (i) the likely commerciality of the asset, (ii) proven, probable
reserves which are estimated, (iii) future revenues and estimated development costs pertaining to the asset, (iv) the discount rate to be applied for the
purposes of deriving a recoverable value.
There were no impairment indicators identified, therefore a full impairment test was not carried out.
p
recoverability of inventories (note 17):
The recoverability of inventories is dependent upon the future production of the Company, and future prices achievable, which will determine if any provision
is required against inventories. The directors have assessed the impairment indicators, and made judgements in reflection to future prices achievable and
production and make impairments as appropriate.
p
carrying value of provisions (note 21):
Estimates of the cost of future decommissioning and restoration of production facilities are based on current legal and constructive requirements, technology
and price levels, while estimates of when decommissioning will occur depend on assumptions made regarding the economic life of fields which in turn
depend on such factors as gold prices, decommissioning costs, discount rates and inflation rates. The management reviewed the estimation process and the
basis for the principal assumptions underlying the cost estimates, noting in particular the reasons for any major changes in estimates as compared with the
previous year. The Company was satisfied that the approach applied was fair and reasonable. The Company was also satisfied that the discount and inflation
rates used to calculate the provision were appropriate.
p
recognition of deferred taxation assets (note 11):
Deferred tax assets are recognised only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of when those
deferred tax assets are likely to reverse, and a judgement as to whether or not there will be sufficient taxable profits available to offset the tax assets when they
do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability
change, there can be an increase or decrease in the level of deferred tax assets recognised that can result in a charge or credit in the period in which the
change occurs.
p
carrying value of intangible assets (note 14):
The carrying value for intangible exploration and evaluation assets, represent the costs of active exploration projects the commerciality of which is unevaluated
until reserves can be appraised. Where properties are appraised to have no commercial value, the associated costs are treated as an impairment loss in the
period in which the determination is made. The recoverability of intangible exploration assets is assessed by comparing the carrying value to estimates of the
present value of projects where indicators of impairment have been identified on an asset. The present values of intangible exploration assets are inherently
judgemental. Exploration and evaluation costs will be written off to the income statement unless commercial reserves are established or the determination
process is not completed and there are no indications of impairment. The outcome of ongoing exploration, and therefore whether the carrying value of
exploration and evaluation assets will ultimately be recovered, is inherently uncertain.
There were no impairment indicators identified, therefore a full impairment test was not carried out.
p
Provision for taxation (note 11 and 18)
Management make judgements in relation to the recognition of various taxes payable by the Group and VAT recoverability for which the recoverability and
timing of recovery is assessed. The Group operates in jurisdictions which necessarily require judgement to be applied when assessing the applicable tax
treatment for transactions and the Group obtains professional advice where appropriate to ensure compliance with applicable legislation.
p
Estimation of credit losses (note 16)
The management make judgements in relation to the future recoverability of receivables, in relation to the parent Company there are substantial loans to the
subsidiaries. The management has used the guidance as noted in IFRS9 to make judgements in relation to the future risk of default, the ability of the Company
to achieve its production targets and achieve a sufficient level of profits to repay the loans, inherent in this model are a number of judgements. The
management has estimated that a provision was required of US$22m at the year end. (2021 US$33m); and
p
Extension of Teren-Sai licence (note 14)
The management have made an application to extend the exploration licence at Teren-Sai, which is to be extended from its current expiration date which was
in May 2022. The process is ongoing however the likelihood of the licence ultimately being extended is dependent on the Company satisfying the conditions
required for renewal. Inherent in this process for the application for renewal and beyond are judgements of determining if the conditions can be satisfied. The
current indications are that the licence will be renewed, the length of time taken to renew the licence is as a result of the changes being made to the area of
the site to be used for mining purposes under the new licence.
57
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
5 Revenue
The analysis of the Group’s revenue for the year from continuing operations is as follows:
2022
2021
US$000
US$000
Sale of gold and silver
61,053
50,031
Other sales
984
259
62,037
50,290
Included in revenues from sale of gold and silver are revenues of US$61,053,000 (2021: US$50,031,000) which arose from sales of precious metals to one customer
based in Kazakhstan. Other sales amounted to US$984,000 (2021: US$259,000) and related to lease and rental income.
6 Segmental information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision
maker, who is responsible for allocating resources and assessing performance of the operating segments and making strategic decision, has been identified as the
Board of Directors.
The Board of Directors consider there to be two operating segments, the exploration and development of mineral resources at Sekisovskyoe and at Teren-Sai, both
based in one geographical segment, being Kazakhstan. All sales were made in Kazakhstan from the mine at Sekisovskoye. However in relation to Teren-Sai, as there
is discrete financial information available and the assets account for greater than 10% of the combined total assets of all segments, it is considered to be a separate
operating segment.
Teren-Sai is an exploration asset, details of the carrying value of the asset are shown in note 14. There is currently no turnover or other associated costs in relation
to this asset.
7 Staff number and costs
Group
The aggregate remuneration comprised:
2022
2021
US$000
US$000
Directors’ emoluments
286
236
Employee wages and salaries
3,266
3,087
Employer social tax and national insurance
866
761
4,418
4,084
The average number of employees (including Directors) was:
2022
2021
Production
337
333
Administration
89
80
426
413
Company
The average number of employees (including Directors) was:
2022
2021
Administration
6
6
Further details in relation to Directors remuneration and wages and salaries is given in the Remuneration Report.
The aggregate remuneration comprised:
2022
2021
US$000
US$000
Directors’ emoluments
286
236
Employer social tax and national insurance
21
14
307
250
58
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
8 Impairments
2022
2021
US$000
US$000
Impairments provided – ore
62
24
Impairment provided – other
20
710
82
734
The other impairment relates to a provision for the estimated credit loss on receivables.
9 Finance income and costs
2022
2021
$000
$000
Finance costs
Foreign exchange loss
504
366
Unwinding of discount on provisions
343
402
Interest expense
2,320
2,506
Unwinding of discount other financial liabilities
433
381
Total finance costs
3,600
3,655
10 Profit before taxation
The profit on ordinary activities before taxation is stated after (crediting/charging):
2022
2021
US$000
US$000
Staff costs (note 7)
4,418
4,084
Depreciation of tangible assets
4,591
4,486
Cost of inventories recognised as an expense
7,651
4,223
Sponsorship programme
3,654
490
Provision for impairment of receivables
20
710
Provision for impairment of inventory
62
24
Irrecoverable VAT written off
184
1
Penalties and fines
514
347
Fees payable to the Company’s auditors for the audit of the Company
28
56
Fees payable to the Company’s auditors for the audit of the Group financial statements
150
149
Fees payable to the auditors of the Company’s Subsidiaries pursuant to legislation
29
Fees payable to the Company’s auditors for the interim review of the Group financial statements
69
The 2022 fees relate to PKF Littlejohn LLP who were appointed as auditors during the year, the 2021 fees relate to BDO LLP the auditors in that year.
The Company sponsored projects worth US$3.6m for the benefit of the community in line with central government recommendations. These related to a project
ongoing from the prior year for the provision of a library at a university that the Company contributed towards.
11 Income tax
Tax charged/(credited) in the income statement
2022
2021
$000
$000
Deferred taxation
Arising from origination and reversal of temporary differences
181
(56)
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2021 - lower than the standard rate of corporation tax in the
UK) of 19% (2021 – 19%).
59
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
11 Income tax
continued
The differences are reconciled below:
2022
2021
$000
$000
Profit before tax
13,414
18,267
Corporation tax at standard rate
2,683
3,471
Effect of different UK tax rates on some earnings
(129)
146
Effect of expenses not deductible in determining taxable profit
720
297
Current year tax losses and other temporary differences not recognised
141
(196)
Foreign exchange allowable losses in subsidiary
(3,234)
(3,774)
Total tax charge/(credit)
181
(56)
Deferred tax
Group
Deferred tax assets and liabilities are offset where they arise within the subsidiaries in Kazakhstan. The Group has recognised the deferred tax asset only to the
extent that it is probable that the taxable profit will be available against which the deductible temporary difference can be utilised. The future tax profits are
expected to derive from the gold mining operations in Kazakhstan. The tax losses arising in the prior periods will reduce the Company’s and its subsidiaries’ future
tax liabilities. Deferred tax assets are recognised as the Directors believe that sufficient taxable profits will be made against which the carried forward losses can be
utilised.
Unutilised taxation losses arising in Kazakhstan of US$34.6m (2021: US$44.6m) are available to carry forward for a maximum of 10 years. It is estimated that the tax
losses available to carry forward will be utilised by 2031. Unutilised tax losses arising in the UK amount to US7.7m (2021: US$7.7m).
Expiry of tax losses in Kazakhstan
2023
2024
2025
2026
2027
2028
2029
2030
2031
Total
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
Expiry
9,729
470
1,633
16,587
1,834
4,374
34,627
Unrecognised deferred taxation assets
2022
2021
US$000
US$000
Taxation losses
1,808
1,457
The unrecognised taxable losses above arise in relation to the parent Company, this amount has been carried forward as the Directors are uncertain if there will be
sufficient taxable profits in the foreseeable future to offset the losses incurred.
Accelerated
Other
Taxation
taxation
timing
losses
depreciation
differences
Total
US$000
US$000
US$000
US$000
1 January 2021
6,061
(499)
(251)
5,311
Credit/(debit) to income
306
(244)
62
Credit to other comprehensive income
3,038
3,038
Currency translation
(191)
(35)
4
(222)
31 December 2021 and 1 January 2022
8,908
(228)
(491)
8,189
Credit/(debit) to income
163 (344)
(181)
Debit to other comprehensive income
(1,407)
(1,407)
Currency translation
(576)
12
15
(549)
31 December 2022
6,925
(53)
(820)
6,052
60
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
12 Earnings per ordinary share
The calculation of basic and diluted earnings per share from continuing operations is based upon the retained profit from continuing operations for the financial
year of US$13.2m (2021: US$18.3m).
The weighted average number of ordinary shares for calculating the basic earnings per share in 2022 and 2021 is shown below.
2022
2021
No.
No.
Basic
27,332,933
27,332,933
Diluted
27,332,933
27,332,933
13 Adjusted EBITDA
The Directors of the Company have presented the performance measure adjusted EBITDA (earnings before interest, tax, and depreciation) as they monitor this
performance measure at a consolidated level, and the Directors believe it is relevant to measuring the Groups performance. Adjusted EBITDA is calculated by
adjusting the net profit for interest, tax and depreciation.
Adjusted EBITDA is not a defined performance measure in IFRS. The Group’s definition of adjusted EBITDA may not be comparable with similarly titled performance
measures as disclosed by other entities.
Reconciliation of adjusted EBITDA to profit after tax
2022
2021
US$000
US$000
Profit after tax
13,233
18,323
Income tax expense/(credit)
181
(56)
Finance expense
3,096
3,289
Foreign exchange
504
366
Depreciation
4,936
4,486
Adjusted EBITDA
21,950
26,408
14 Intangible assets
Group
Teren-Sai
Teren-Sai
Exploration and
geological data
evaluation costs
Total
$000
$000
$000
Cost or valuation
At 1 January 2021
9,026
8,650
17,676
Additions
830
830
Amortisation capitalised
585
585
Currency translation
(225)
(240)
(465)
At 31 December 2021
8,801
9,825
18,626
At 1 January 2022
8,801
9,825
18,626
Additions
240
240
Amortisation capitalised
541
541
Currency translation
(589)
(654)
(1,243)
At 31 December 2022
8,212
9,952
18,164
Amortisation
At 1 January 2021
4,662
165
4,827
Amortisation charge
585
585
Currency translation
(125)
(7)
(132)
At 31 December 2021
5,122
158
5,280
At 1 January 2022
5,122
158
5,280
Amortisation charge
541
541
Currency translation
(343)
(12)
(355)
At 31 December 2022
5,320
146
5,466
Carrying amount
At 31 December 2022
2,892
9,806
12,698
At 31 December 2021
3,679
9,667
13,346
At 1 January 2021
4,364
8,485
12,849
61
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
14 Intangible assets
continued
The intangible assets relate to the historic geological information pertaining to the Teren-Sai ore fields. The ore fields are located in close proximity to the current
mining operations of Sekisovskoye. The Company obtained a contract for exploration and evaluation on the site in May 2016 from the Kazakh authorities, the
licence expired in May 2022. The Company is in the process of extending the licence for a further two years, there are no indications that the licence will not be
granted and as there are sufficient resources to continue to develop the asset in line with the proposed licence terms, the asset has been carried forward with no
recognition for impairment. The Company has the right to extend the licence under the original agreement and, after a number of revisions has submitted the
final proposals to the authorities. As part of the application the Company is going to return some areas back to the authorities which had little value in terms of
potential development, the area retained is approximately 200 square kilometres.
The value of the geological data purchased is in the opinion of the Directors the value that would have been incurred if the drilling had been undertaken by a
third party (or internally). The Company has continued to develop the site with a CPR completed in 2019 on one of the fifteen target zones area 2, which includes 3
potential targets, and further exploration works in the other areas. Full details are given in the mineral resources statement included as part of the Annual Report.
The directors consider that no impairment is required taking into account the CPR results, exploration and planned production in the future. The write off of the
geological data over the period of the licence to the end of the extended licence period is appropriate. After that period the costs amortised are capitalised in line
with the Company’s accounting policy within the subsidiary TOO GMK Altyn MM LLP, there are no impairment indicators.
The bank loan from Bank Center Credit is secured in the assets of the Group see note 22.
15 Property, plant and equipment
Group
Freehold
Equipment,
Plant,
Mining
Land and
fixtures and
machinery and
Assets under
properties
buildings
fittings
buildings
construction
Total
$000
$000
$000
$000
$000
$000
Cost or valuation
At 1 January 2021
13,264
24,050
11,780
9,322
1,973
60,389
Additions
3,356
197
2,147
653
2,187
8,540
Disposals
(655)
(4)
(659)
Transfers
1,441
(1,441)
Transfer from inventories
170
170
Currency translation
(611)
(654)
(203)
(261)
(67)
(1,796)
At 31 December 2021
16,009
25,034
13,069
9,710
2,822
66,644
At 1 January 2022
16,009
25,034
13,069
9,710
2,822
66,644
Additions
3,936
42
837
6
4,295
9,116
Disposals
(476)
(33)
(509)
Transfers
4,387
187
65
(4,639)
Transfer to inventories
(16)
(16)
Currency translation
(1,584)
(1,673)
(929)
(674)
(183)
(5,043)
At 31 December 2022
18,361
27,790
12,688
9,074
2,279
70,192
Depreciation
At 1 January 2021
2,869
11,371
9,182
4,875
28,297
Charge for year
699
2,188
817
782
4,486
Eliminated on disposal
(2)
(655)
(4)
(661)
Currency translation
(218)
(238)
(239)
(133)
(828)
Transfers
At 31 December 2021
3,350
13,319
9,105
5,520
31,294
At 1 January 2022
3,350
13,319
9,105
5,520
31,294
Charge for the year
800
2,128
893
770
4,591
Eliminated on disposal
(464)
(33)
(497)
Currency translation
(227)
(986)
(590)
(368)
(2,171)
Transfers
At 31 December 2022
3,923
14,461
8,944
5,889
33,217
Carrying amount
At 31 December 2022
14,438
13,329
3,744
3,185
2,279
36,975
At 31 December 2021
12,659
11,715
3,964
4,190
2,822
35,350
At 1 January 2021
10,395
12,679
2,598
4,447
1,973
32,092
62
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
15 Property, plant and equipment
continued
Capitalised cost of mining property are amortised over the life of the licence from commencement of production on a unit of production basis. This basis uses the
ratio of production in the period compared to the mineral reserves at the end of the period. Mineral reserves estimates are based on a number of underlying
assumptions, which are inherently uncertain. Mineral reserves estimates take into consideration estimates by independent geological consultants. However, the
amount of mineral that will ultimately be recovered cannot be known until the end of the life of the mine.
Any changes in reserve estimates are, for amortisation purposes, treated on a prospective basis. The recovery of the capitalised cost of the Group’s property, plant
and equipment is dependent on the development of the underground mine.
The Directors are required to consider whether the non-current assets comprising, mineral properties, plant and equipment have suffered any impairment. The
recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows the key assumptions
used were the choice of a discount rate (12.7%) in order to calculate the present value of the cash flows. The directors considered entity specific factors such as
available finance, cost of production (based on actual and budget), grades achievable (83.2%), and sales price of gold (moving from US$1,850 to US$1,650 per oz in
2030). The directors applied the same reductions as noted in the going concern model to test the robustness and have concluded that no adjustment is required
for impairment.
The bank loan from Bank Center Credit is secured on the assets of the Group see note 22.
16 Investments
Summary of the company investments
Country of
Percentage
registration
Name
held
& operation
Directly held
AltynGold Holdings Limited
100
British Virgin Islands
TOO GMK Altyn MM
100
Kazakhstan
Indirectly held
DTOO Gornorudnoe Predpriatie Baurgold
100
Kazakhstan
The principal activity of all companies relates to gold mining and production with the exception of AltynGold Holdings Limited which is an investment holding
Company and is currently dormant, its registered address is Palm Grove House, P O Box 438,Road Town, Tortola, British Virgin Islands.
Both companies are based in Republic of Kazakhstan, the registered office address for both is Building 19, Amangeldi Imanov Street, Baikonyr district, Astana.
Contribution to
investment
Subsidiaries
Shares
adjustment
loans
Total
US$000
US$000
US$000
US$000
1 January 2021
225
50,114
59,640
109,979
Management charges and interest
– 6,059
6,059
Impairment charge – IFRS9
– (1,904)
(1,904)
Adjustment as a result of loan repayment terms
31 December 2021
225
50,114
63,795
114,134
Repayment of loans from subsidiary
(10,182)
(10,182)
Adjustment as a result of loan repayment
(2,207)
2,207
Management charges and interest
– 5,815
5,815
Impairment reversal – IFRS9
11,361
11,361
31 December 2022
225
47,907
72,996
121,128
Total
US$000
Movement of expected credit loss
1 January 2021
31,676
Impairment – IFRS9
1,904
31 December 2021
33,580
Impairment reversal – IFRS9
(11,361)
31 December 2022
22,219
The investments together with the loans which are denominated in US Dollars represent the investments into the subsidiaries and in the opinion of the directors
the aggregate value of the investments in the subsidiaries is not less than the amount shown in these financial statements. The directors review the intercompany
borrowings on a regular basis, together with the associated cash flows of each company, and assess under the expected credit loss (ECL) model as required by
IFRS 9.
63
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
16 Investments
continued
The loans to subsidiaries are charged at interest rates ranging from interest free to a range of 5-7%. The intercompany loans are repayable at the earliest in October
2029 as the parent Company needs to give a three year formal request for repayment after the Bank Center Credit loan has been repaid which is due for payment
in October 2026.
The Company has applied IFRS 9 in the current period and estimates that there is a reversal of the ECL calculated of US$11,361,000 (2021: charge US$1,904,000) on
the receivables from the subsidiaries. The total ECL as at 31 December 2022 is US$22.2m (2021: US$33.6m).
The intercompany loans at present are considered to be in stage 2, and have been assessed as indicated in the IFRS 9 ECL model. As the loans are considered to be
in stage 2 a lifetime ECL is determined using all relevant, reasonable and supportable historical, current and forward-looking information that provides evidence
about the risk that the subsidiaries will default on the loan and the amount of losses that would arise as a result of that default. The Company applied a spread of
sensitivities ranging from full recovery estimated at 10%, to a recovery of 80% of the loans at a 75% probability, based on a weighted average of the probabilities
the Company estimated a total ECL to be provided of US$22.2m. If the probability of recoverability worsened by 10% the ECL would increase by US$5.6m.
The impairment is recognised in the income statement within administrative expenses.
17 Inventories
Group
2022
2021
$000
$000
Ore
6,184
5,014
Raw materials and consumables
2,578
2,017
Work in progress
379
372
Finished goods and goods for resale
2,119
1,718
11,260
9,121
The value of inventories above is stated net of a provision for low grade ore made in prior periods of US$1.1m (2021: US$1.1m). A provision was made in the year
against spare parts and consumables that are assessed as being slow moving that may not be required for future repairs or production of US$387,000 (2021:
US$341,000), resulting in a provision in the year of US$46,000 (2021: US$6,000). This together with impairments against low grade of ore of US$16,000 resulted in a
total provision against inventories of US$62,000 (2021:US$24,000).
The movement in inventory recognised as an expense in the income statement is US$7.65m (2021: US$4.22m).
18 Trade and other receivables
Non-current
Group
Group
Company
Company
2022
2021
2022
2021
US$000
US$000
US$000
US$000
Other receivables
1,870
1,375
Prepayments – advances for equipment
12,730
2,550
14,600
3,925
Current
Group
Company
2022
2021
2022
2021
$000
$000
$000
$000
Trade receivables
1,992
Provision for impairment of trade receivables
(165)
Net trade receivables
1,827
VAT recoverable
6,654
5,054
8
20
Prepayments
8,914
16,286
6
5
Prepayments – provision
(795)
(664)
Other receivables – recoverable
22
1,131
69
Other receivables – provision
(277)
16,622
21,530
14
94
Total current trade and other receivables
16,622
21,530
14
94
The trade receivables are stated at full carrying value and their aging is less than 30 days old. The Directors consider that the carrying value of trade receivables
approximates to their fair value.
A provision has been assessed against receivables that may not be recoverable having applied IFRS9 of US$795,000 (2021 US$941,000).
64
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
18 Trade and other receivables
continued
Prepayments recoverable in more than one year relate to amounts to be capitalised for plant and mining services prepaid in advance. Prepayments recoverable
within one year include amounts paid of US$1m (2021 US$14.5m) in relation to prepaid amounts for mining services. Other receivables included within non-
current assets for 2022 and 2021 relate to an amount recoverable in relation to Value Added Tax, this is expected to be recovered by offset against VAT payable in
future periods.
19 Trade and other payables
Non-current
Group
Group
Company
Company
2022
2021
2022
2021
US$000
US$000
US$000
US$000
VAT payable
332
242
Other taxes payable
688
1,000
1,020
1,242
Current
Group
Company
2022
2021
2022
2021
$000
$000
$000
$000
Trade payables
1,590
1,732
12
125
Other taxes payable
2,906
2,564
50
566
Other payables and accruals
1,251
630
909
298
VAT payable
506
758
6,253
5,684
971
989
Trade creditors and accruals principally comprise amounts outstanding for trade purchases of goods and services. The majority of the trade creditors relate to the
Company’s trading subsidiaries in Kazakhstan. For most suppliers, interest is not charged on trade payables. The Company regularly reviews all outstanding
payables to ensure they are paid within the appropriate time frame. VAT payable relates to amounts due and payable and scheduled for payment to the Kazakh tax
authorities.
The Company has agreed a payment plan with the Kazakh authorities in relation to the payment of royalties which are due. The portion agreed to be paid within
one year is US$2,594,000 (2021:US$1,870,000) the balance due of US$688,000 (2021 US$1,000,000) is payable in more than one year, of this amount US$558,000 is
payable in 2024 and US$130,000 in 2025.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
20 Related party transactions
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the Company, is set out below in aggregate for each of the categories specified in
IAS 24 –“Related Party Disclosures”. The total amount remaining unpaid with respect to remuneration of key management personnel amounted to US$149,000 in
the current year (2021: US$5122,000). Further information about the remuneration of the individual directors is set out in the audited section of the report on
directors’ remuneration on page 35.
Group
Group
Company
Company
2022
2021
2022
2021
US$000
US$000
US$000
US$000
Short term employee benefits
286
236
286
236
Social security costs
21
14
21
14
307
250
307
250
Related party transactions
The transactions between the Company and the subsidiaries are disclosed in Note 16. These relate to management and interest charges on services/loans from the
parent to the subsidiaries in Kazakhstan.
During the year the following transactions were carried out with companies controlled by the Assaubayev family:
p
Asia Mining Group (AMG), a company controlled by the Assaubayev family supplied equipment and spares to the Company in prior years. At the year end an
amount of US$78,224 was due to AMG (2021 US$83,850);
p
Amounts due by the Group to Amrita Investments Limited a company controlled by the Assaubayev family, total US$1,000 (US$12,000). This is repayable on
demand;
p
Altyn MM made sales of services to Altyn Group Qazaqstan LLP of US$279,000 (2021:US$151,000) in the year. Of this amount US$430,000 (2021 : US$131,400)
was outstanding at 31 December 2022;
p
US$1,000 (2021 US$1,000) is due to Bolat Assaubayev a family member.
65
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
21 Provisions
Abandonment &
restoration
Holiday pay
Total
US$000
US$000
US$000
Group
1 January 2021
4,763
151
4,914
Change in estimate of provision
430
196
626
Unwinding of discount
383
383
Paid during the year
(111)
(111)
Currency translation adjustment
(123)
(4)
(127)
31 December 2021 & 1 January 2022
5,453
232
5,685
Change in estimate of provision
195
195
Unwinding of discount
440
440
Paid during the year
(143)
(143)
Currency translation adjustment
(376)
(21)
(397)
31 December 2022
5,517
263
5,780
31 December 2022
Current
263
263
Non-current
5,517
5,517
5,517
263
5,780
31 December 2021
Current
232
232
Non-current
5,453
5,453
5,453
232
5,685
Abandonment and restoration costs
In accordance with the provisions of the subsoil use contract (the “Contract”), DTOO GRP Baurgold is liable for site restoration costs upon completion of production
activities. It is not possible to predict accurately the amount which might ultimately be payable for site restoration as it includes assumptions such as inflation in
Kazakhstan over the life of the Contract which are inherently uncertain. An estimate of the future cost of restoration has been discounted and a provision
recognised. The discounted amount for cost of restoration has been capitalised within mining properties as a tangible fixed asset (note 15) and will be amortised
using the unit of production method over the life of the mine.
In accordance with the subsoil use agreement, DTOO GRP Baurgold has established a cash fund to pay for the cost of restoration. The cash fund is maintained in a
separate bank account in the name of DTOO GRP Baurgold. DTOO GRP Baurgold is required to contribute each year an amount equal to 1% of its operating
expenses, (being the cost of sales of DTOO GRP Baurgold in extracting the ore) to this fund. Any transfers from the bank account require the authorisation of the
Government of Kazakhstan. This fund will be used to pay for the costs of restoration as and when they become due. If the funds in the account are insufficient to
pay for the costs, DTOO GRP Baurgold will be required to pay any deficit. If there are funds surplus to those required for restoration these will be returned to DTOO
GRP Baurgold.
At the year end the amount in the fund amounted to US$50,000 (2021: US$70,000). The Company has an obligation to contribute to the restricted cash fund as
stipulated in its licence, and has been in communication with the relevant authorities to restore the fund to the required level in future periods. The failure to
comply in the year with certain administrative requirements of the licence including the maintenance of the cash fund may result in a penalty estimated to be less
than US$2,000.
66
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
22 Loans and borrowings
Group
Group
Company
Company
2022
2021
2022
2021
US$000
US$000
US$000
US$000
Current loans and borrowings
Bonds
9,723
9,723
Bank loans
13,609
5,298
Related party loans (see note 20)
2
12
Other borrowings
54
13,611
15,087
9,723
Due one – two years
Bank loans
3,482
3,546
3,482
3,546
Due two – five years
Bank loans
6,019
8,675
6,019
8,675
Due more than five years
Amount due to subsidiary Company
31,118
29,110
Total non-current loans and borrowings
9,501
12,221
31,118
29,110
Bond Listed on Astana International Exchange
Bonds to the value of US$10m at a coupon rate of 9% were repaid on schedule in December 2022.
Bank loans
In September 2019 the Company agreed a facility with JSC Bank Center Credit (BCC) for an amount of US$17m. The bank loan is repayable in instalments and bears
interest at 6%-7%, with the final instalment due in 2026. At the year end US$8.5m was outstanding.
In December 2020 the Company agreed a new facility with BCC of US$5.5m (2.3bn Tenge), The loan is denominated in Kazakh Tenge with interest at 15.5%
repayable in instalments with the final instalment due in 2025, at the year end 1.6bn Kazakh Tenge was outstanding, (US$3.5m).
New credit lines were entered into with Bank Center Credit in 2022 to provide additional financing for US$40m, of this amount US10m was a direct cash injection
and US$30m as a credit line administered by the bank to purchase additional machinery.
The initial loan of US$10m was drawn down in November 2022, the loan is on a rolling basis and incurs interest at a fixed rate of 7.2%. The Company has the
option to roll over the loan on a monthly basis, with the final payment due on the loan by November 2025, by monthly instalments commencing December 2024.
The US$30m credit line has a capital repayment holiday until January 2024, and incurs interest at 7% with a 3% draw-down charge on each tranche. An initial
draw-down of US372,000 was made in December 2022, since this date US$14m has been drawn down in order to purchase equipment. The credit line remains
open until November 2027. The bank loans are secured over the assets of the Company by a floating charge.
The total borrowings of the Group disclosing the scheduled repayments of capital and interest are disclosed in note 25.
Amount owed to subsidiary
The amount due by the Company to the subsidiary is repayable in 2026 and incurs interest at a fixed rate of 5% per annum.
67
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
23 Notes to the cash flow statement
Group
Group
Company
Company
2022
2021
2022
2021
US$000
US$000
US$000
US$000
Profit/(loss) before taxation
13,414
18,267
12,891
(375)
Adjusted for:
Finance income
(2,771)
(2,771)
Finance expenses
2,320
2,506
2,502
2,620
Unwinding of discount
776
783
(2,270)
(2,601)
Depreciation of tangible fixed assets
4,589
4,486
Provisions (reversal)/provision
195
626
(11,292)
1,904
Impairments against receivables
82
734
(Increase) in inventories
(2,796)
(3,998)
(Increase) in trade and other receivables
(7,486)
(15,075)
(78)
(110)
Loss on disposal
13
Decrease/(increase) in trade and other payables
623
(1,898)
(78)
114
Foreign currency translation
504
366
Cash inflow/(outflow) from operations
12,234
6,797
(1,096)
(1,219)
Reconciliation of movement of loans and borrowings
Group
Cashflow
Cash changes
Non-cash changes
—––––––––––––––––––––
——————
––––––––––––––––––––––––––––––––
1 January
31 December
2022
2022
Loans
Interest
Interest
Foreign
Receivables
B/fwd
New loans
repaid
repaid
charges
exchange
net-off
C/fwd
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
Loan element of Kazakhstan listed bond
9,723
(10,000)
(900)
1,177
Other borrowings
17,573
11,025
(5,018)
(1,488)
1,522
(504)
23,110
Related party borrowings*
12
(10)
2
Net cash outflow from financing activities
27,308
11,025
(15,028)
(2,388)
2,699
(504)
23,112
Due within one year
15,087
13,611
Due after one year
12,221
9,501
27,308
23,112
* This amount was paid to Amrita Investments Limited a company controlled by the Assaubayev family see note 20.
Company
Cashflow
Cash changes
Non-cash changes
—––––––––––––––––––––
——————
––––––––––––––––––––––––––––––––
1 January
interest
31 December
2022
charges and
2022
Loans
interest
unwinding of
Foreign
Receivables
B/fwd
New loans
repaid
repaid
discount
exchange
net-off
C/fwd
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
Loan element of Kazakhstan listed bond
9,723
(10,000)
(900)
1,177
Net cash outflow from financing activities
9,723
(10,000)
(900)
1,177
Due within one year
9,723
Due after one year
9,723
68
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
23 Notes to the cash flow statement
continued
Group
Cashflow
Cash changes
Non-cash changes
—––––––––––––––––––––
——————
––––––––––––––––––––––––––––––––
1 January
31 December
2021
2021
Loans
Interest
Interest
Foreign
Receivables
B/fwd
New loans
repaid
repaid
charges
exchange
net-off
C/fwd
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
Loan element of US$10m convertible bond
651
(279)
(13)
17
(376)
Loan element of US$2m convertible bond*
2,173
(2,000)
(79)
75
(169)
Loan element of Kazakhstan listed bond
9,375
(900)
1,248
9,723
Other borrowings
16,849
6,356
(5,697)
(1,419)
1,397
87
17,573
Related party borrowings
45
(9)
11
(35)
12
Net cash outflow from financing activities
29,093
6,356
(7,985)
(2,411)
2,748
87
(580)
27,308
Due within one year
5,833
15,087
Due after one year
23,260
12,221
29,093
27,308
Company
Cashflow
Cash changes
Non-cash changes
—––––––––––––––––––––
——————
––––––––––––––––––––––––––––––––
1 January
interest
31 December
2021
charges and
2021
Loans
interest
unwinding of
Foreign
Receivables
B/fwd
New loans
repaid
repaid
discount
exchange
net-off
C/fwd
US$000
US$000
US$000
US$000
US$000
US$000
US$000
US$000
Loan element of US$10m convertible bond
651
(279)
(13)
17
(376)
Loan element of US$2m convertible bond
2,173
(2,000)
(79)
75
(169)
Loan element of Kazakhstan listed bond
9,375
(900)
1,248
9,723
Related party borrowings
35
– (35)
Net cash outflow from financing activities
12,234
(2,279)
(992)
1,340
(580)
9,723
Due within one year
2,917
9,723
Due after one year
9,317
12,234
9,723
24 Share capital
Issued and fully paid
Number
US$000
At 31 December 2022 – Ordinary shares of £0.10 each
27,332,933
4,267
At 31 December 2021 – Ordinary shares of £0.10 each
27,332,933
4,267
The rights attaching to the shares are detailed in the Directors report on page 27.
25 Financial instruments
Financial instruments by category
Financial assets
Group
Group
Company
Company*
2022
2021
2022
2021
US$000
US$000
US$000
US$000
Cash and cash equivalents
116
3,593
70
1,826
Other receivables and advance payments
14,590
854
70
Intercompany loans
72,996
63,795
14,706
4,447
73,066
65,691
69
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
25 Financial instruments (continued)
Financial instruments by category
Financial liabilities
Group
Group
Company
Company*
2022
2021
2022
2021
US$000
US$000
US$000
US$000
Trade and other payables
21,592
2,362
12
423
Loans and borrowings
23,112
27,308
9,723
Intercompany borrowings
31,119
29,111
44,704
29,670
31,131
39,257
Financial assets and liabilities are measured at amortised cost.
Policy on financial risk management
The Company’s principal financial instruments comprise cash and cash equivalents, trade receivables, trade and other payables, other financial liabilities and
borrowings. The Company’s accounting policies and methods adopted, including the criteria for recognition, the basis on which income and expenses are
recognised in respect of each class of financial asset, financial liability and equity instrument are set out in note 4 –“accounting policies”. The Company does not
use financial instruments for speculative purposes. The carrying value of all financial assets and liabilities approximates to their fair value.
Capital risk management
The Company’s primary objective when managing risk is to ensure there is sufficient capital available to support the Company’s funding requirements, including
capital expenditure, in a way that optimises the cost of capital maximises shareholders’ returns and ensures the Company’s ability to continue as a going concern.
There were no changes to the Company’s capital management approach in the year.
The Company may make adjustments to the capital structure as opportunities arise, as and when borrowings mature or as and when funding is required. This may
take the form of raising equity, debt finance, equipment supplier credit or a combination thereof.
The Company monitors capital on the basis of the gearing ratio, which is defined as net debt divided by total capital. Net debt is calculated as total borrowings
(including current and non-current borrowings as shown in the consolidated statement of financial position) less cash and cash equivalents (which excludes
restricted cash). Total capital is calculated as equity as shown in the consolidated statement of financial position plus net debt. While the Company does not set
absolute limits on the ratio, the Company believes that a ratio of 30%-40% is acceptable as the Company continues the development of the underground of the
Sekisovskoye mine and the exploration site at Teren-Sai, and that optimally this should reduce to and remain below 25% thereafter. The Company’s policy in
respect of capital risk management is the same as that of the Group.
2022
2021
US$000
US$000
Group
Total borrowings
23,112
27,308
Less: cash and cash equivalents
(116)
(3,593)
Net debt
22,996
23,715
Total equity
62,208
55,205
Total Capital
85,204
78,920
Gearing ratio
27.00%
30.05%
2022
2021
US$000
US$000
Company
Borrowings
9,723
Intercompany loans
31,118
29,111
Less: cash and cash equivalents
(70)
(1,826)
Net debt
31,048
37,008
Total equity
89,123
76,233
Total Capital
120,171
113,241
Gearing ratio
25.84%
32.68%
Derivatives, financial instruments and risk management
The Company does not use derivative instruments or other financial instruments to manage its exposure to fluctuations in foreign currency exchange rates,
interest rates and commodity prices.
70
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
25 Financial instruments (continued)
Foreign currency risk management
The Company and its subsidiaries have transactional currency exposures. Such exposures arise from sales or purchases by the Company’s two subsidiaries in
Kazakhstan in currencies other than the Company’s functional currency. The functional currency of TOO GMK Altyn MM and DTOO Gornorudnoe Predpriatie
Baurgold is the Kazakh Tenge. The currency transactions giving rise to this foreign currency risk are primarily USD denominated revenues, USD denominated
borrowings and other financial liabilities and certain USD denominated trade payables. The Company and its subsidiaries do not enter into hedging positions in
respect of its exposure to foreign currency risk.
The carrying amounts of the Group’s foreign currency denominated net monetary assets and monetary liabilities at 31 December 2022, are as follows:
Group
2022 US$000
2021 US$000
Functional currency
Functional currency
Currency of monetary asset/liability
US$
KZT
Total
US$
KZT
Total
US Dollar
(5)
(19,405)
(19,410)
(7,953)
(11,005)
(18,958)
British Pound
65
65
1
1
Kazakhstan Tenge
(3,388)
(3,388)
(5,484)
(5,484)
Russian Rouble
(173)
(173)
Net Monetary position
(22,733)
(24,614)
Company
US Dollar
41,873
41,873
26,732
26,732
British Pound
65
65
1
1
Net Monetary position
41,938
26,733
Sensitivity analysis
The analysis below shows the effect a 10% (2021:20%) strengthening, or weakening, of any one of the above currencies against the US Dollar. The Directors are of
the opinion that the Kazakh Tenge may recover from this devaluation but not to any great extent. As the Company earns it revenues in US Dollars and incurs
significant expenditure in Kazakh Tenge, the devaluation is seen as benefiting the overall financial position of the Company.
2022
2021
Group
US$000
US$000
10%/20% weakening/strengthening of Kazakh Tenge against the US Dollar
(2,279)
(3,332)
Commodity price risk
The Company is exposed to the effect of fluctuations in the price of gold and silver which are quoted in US Dollars on the international markets. The Company
prepares annual budgets and periodic forecasts including sensitivity analyses in respect of various levels of prices of these metals.
The Company’s only significant sales during the years ended 31 December 2022 and 2021 were sales of gold doré containing gold and silver. The sales proceeds
for gold doré is fixed by reference to the gold and silver prices on the day of sale. The Company does not plan in the future to hedge its exposure to the risk of
fluctuations in the price of gold or silver and therefore it held no financial instruments that are sensitive to commodity price changes at either reporting date.
Credit risk
Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in a financial loss to the Company. The Group has adopted a
policy of only dealing with creditworthy counter-parties. The Group’s exposure and the credit ratings of its counter-parties are monitored by the Board of Directors
to ensure that the aggregate value of transactions is spread amongst approved counter-parties. In the current climate of uncertainty and the situation regarding
sanctions being imposed on Russia, the Company is aware that there may be issues in relation to recoverability and safe guarding of its assets and has built this
into their assessments of the creditworthiness of counter-parties. The Company currently has no trading with Russia and there are no material assets at risk.
The Group’s principal financial assets are cash and cash equivalents, trade debtors and other accounts receivables. Cash equivalents include amounts held on
deposit with financial institutions.
The Group is mainly exposed to credit risk on its cash equivalents and trade and other receivables as per the balance sheet. The maximum exposure to credit risk is
represented by the carrying amount of each financial asset in the balance sheet which at the year end amounted to Cash and cash equivalents of US$116,000
(2021: US$3.6m) , and other receivables (excluding VAT and other taxes ) of US$24m (2021: US$16.5m). These include significant prepayments for mining and
capital works which are being recovered as work progresses and equipment is delivered during 2023.
Although full tax audits have been completed in the prior years and showed no material issues, there is always the possibility of fiscal change in the country.
Kazakhstan is a relatively young country and there have been a number of fiscal changes in recent years, which in some cases related to the mining industry.
71
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
25 Financial instruments (continued)
The credit risk on liquid funds held in current accounts and available on demand is limited because the Group’s counter-parties are mainly banks with high credit
ratings assigned by international credit-rating agencies.
It is often impractical in Kazakhstan to carry out a check of creditworthiness of suppliers before making the contracted prepayments. However significant contracts
have to go through a tender process prior to the contract being awarded in the subsidiary that holds the mining licence. In order to apply under the tender
process the creditworthiness of the supplier will be assessed as part of the procedures. There were no significant balances at 31 December 2022 and 2021 in
respect of which suppliers had defaulted on their obligations.
The parent Company’s maximum exposure to credit risk is limited to the carrying amount of loans recorded in the financial statements. The majority of the loans
are on fixed repayment terms. In relation to intercompany borrowings the Company has applied IFRS 9 which resulted in a significant impairment in the prior
periods. The recoverability of the loans has been reassessed in the current year which resulted in a decrease in the provision see note 16.
Liquidity risk
During the year ended 31 December 2022, the Company was financed by internally generated funds, and other borrowings principally from bank borrowings. The
Company manages its liquidity risk, the Directors monitor cash flow and cash flow forecasts on a regular basis and ensure that the loan commitments and working
capital commitments are adequately funded.
The following tables detail the Group and the Company’s remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on which the Company and its subsidiaries can be required to pay. The table includes
both interest and principal cash flows.
Trade
and other
Borrowings
payables
Total
Group
US$000
US$000
US$000
31 December 2022
Due after more than five years
From two to five years
9,769
9,769
From one to two years
4,593
4,593
Due after more than one year
14,362
14,362
Due within one year
6,673
1,581
8,254
21,035
1,581
22,616
Trade
and other
Borrowings
payables
Total
Group
US$000
US$000
US$000
31 December 2021
Due after more than five years
From two to five years
9,769
9,769
For one to two years
4,593
4,593
Due after more than one year
14,362
14,362
Due within one year
17,551
1,732
19,283
31,913
1,732
33,645
Trade
Intercompany
and other
loan
Borrowings
payables
Total
Company
US$000
US$000
US$000
US$000
31 December 2022
Due after more than five years
47,995
47,995
Due within one year
– 12
12
47,995
12
48,007
72
AltynGold plc
Annual Report 2022
NOTES TO THE FINANCIAL STATEMENTS
continued
for the year ended 31 December 2022
25 Financial instruments (continued)
Trade
Intercompany
and other
loan
Borrowings
payables
Total
Company
US$000
US$000
US$000
US$000
31 December 2021
Due after more than five years
47,995
47,995
Due within one year
10,878
125
11,003
47,995
10,878
125
58,998
Borrowings and interest rate risk
There is no exposure to interest rate risk as the current principal borrowings in the Company and its subsidiaries are at fixed rates. The bank borrowings are
predominately at average interest rates of 6-7%, see note 22.
The significant commitments and contingencies in relation to the group are as noted below:.
(a) Contractual liabilities
Subsoil use rights are not provided to the Company on an indefinite basis, and each renewal shall be applied for before the current contract or licence expires.
These rights can be cancelled by the Government of the Republic of Kazakhstan (hereinafter referred to as “the Government”) if the Company does not fulfil
contractual liabilities.
Deposit development costs
In accordance with the subsoil use contract, the Company has an approved working programme which may be reviewed and reconsidered depending on the
economic viability and operational conditions of the deposit. The management of the Company believes it has fulfilled the requirements of the Contract.
Training for Kazakhstani specialists
In accordance with the terms of the contract the Company is liable for the annual costs incurred in respect of the professional training of the Kazakhstani
personnel involved in the work. The costs are estimated to be at least 1% of the operational costs during the development and operational process.
Development of the social sphere of the region
According to the terms of the contract, the Company is liable for supporting the development and ensuring social support for the activity of the communities near
the area of operations of the Company. As at 31 December 2022, the Company has met all the conditions of the Contract.
Liabilities on the restoration of the mine
Within eighty calendar days upon the expiration of the contract the Company is liable for the development of the mine restoration programme and its inspection
by the competent authority of the Government of the Republic of Kazakhstan. The Company is liable for implementation of the programme upon its approval.
(b) Taxation risks
The tax system of Kazakhstan, being relatively new, is characterised by frequent changes to the legal norms, official interpretations and court decisions, which are
often not explicit and can be contradictory. This leads to differing interpretations by the tax authorities. The examination and investigations of the accounts to
ensure that the tax payable is accurate are carried out by several regulatory bodies. These bodies have the power to impose heavy fines and penalties. The
accuracy of the tax computation can be investigated five calendar years after the end of the accounting period. In certain circumstances this period can be
increased.
(c) Insurance
In accordance with the subsoil use contract the Company is liable for the development of the insurance programme and its submission for approval by the
competent authority. The Company has several contracts of obligatory insurance including insurance of the vehicle owners, the employer’s liability and insurance
of the subsoil users’ liability where the activity of such subsoil users is connected to the damage to third parties.
(d) Court proceedings
The claims on the Company are periodically set out in the courts along with the Company’s activities. As at the reporting date, there are no material claims against
the Company.
As part of the settlement in relation to the tailings dam restoration programme a number of years ago, the Company has a memorandum signed with the local
authorities, whereby the Company is liable for arranging the construction of the paste plant for US$1.1m (600m Kazakh Tenge). It has been agreed that the
Company will use its best endeavours to have this completed once all necessary permits are obtained, the necessary permits have not been obtained at the date
of this report. Other than the paste plant as at the reporting date the Company has fulfilled all of its obligations in relation to the outstanding works which were
required in relation to the tailings dam restoration programme. This matter is still ongoing.
26 Parent and ultimate parent undertaking
The controlling party and parent entity of the Company is AGold Mining Group Plc (formerly African Resources Limited), by virtue of the fact that at the date of this
report it owns 65.6% (2021: 65.6%) of the voting rights in the Company. There is no requirement to prepare consolidated accounts for AGold Mining Group Plc,
which is registered in the British Virgin Islands.
The ultimate controlling party are the Assaubayev family, by virtue of the fact that they are the controlling party of AGold Mining Group Plc.
73
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
27 Non adjusting events after the financial period and capital commitments
The Company agreed a total facility of US$40m from Bank Center Credit, with US$10m being drawn pre-year end. The balance to be utilised for the purchase of
equipment, of which US$14m has been drawn down post year-end, and US$13.8m related to deposits paid for equipment in relation to contracts signed pre year
end. The total value of the contracts amounted to US$22.8m.
On 5 April 2023 the Company issued a US$10m bond on the Astana International Exchange (AIX) at a coupon rate of 10.5%. Net proceeds received after
commission and charges amounted to US$9.4m which was received in April 2023.
74
AltynGold plc
Annual Report 2022
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the AltynGold Plc (the “Company”) will be held at Langham Court Hotel, 31-35 Langham Street,
London W1W 6BU, United Kingdom on 22 June 2023 at 11.00am in order to consider and, if thought fit, pass resolutions 1 to 7 as ordinary resolutions and
resolution 8 as a special resolution:
ORDINARY RESOLUTIONS
1.
To receive the audited accounts and the reports of the Directors and auditors for the year ended 31 December 2022.
2.
To approve the Directors’ remuneration report.
3.
To re-elect Kanat Assaubayev as a Director of the Company.
4.
To re-elect Sanzhar Assaubayev as a Director (Executive) of the Company.
5.
To re-elect Vladimir Shkolnik as a Director (Non-Executive) of the Company.
6.
To confirm the appointment of PKF Littlejohn LLP as the Company’s auditors to hold office until the conclusion of the next general meeting at which the
annual accounts are to be laid before the Company, and to authorise the Audit Committee of the Board to determine the auditors’ remuneration.
7.
That, in accordance with section 551 of the Companies Act 2006 (as amended) (the “Act”) the directors be generally and unconditionally authorised to allot
Relevant Securities (as defined in the notes to this Notice):
a.
comprising equity securities (as defined by section 560 of the Act) up to an aggregate nominal amount of £1,738,005 (such amount to be reduced by the
nominal amount of any Relevant Securities allotted under paragraph 8b. below) in connection with an offer by way of a rights issue:
i.
to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
ii.
to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such
exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates,
legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
b.
in any other case, up to an aggregate nominal amount of £869,003 (such amount to be reduced by the nominal amount of any equity securities allotted
under paragraph 9a. above in excess of £869,003), provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date
which is 18 months after the date on which this resolution is passed or, if earlier, the date of the next annual general meeting of the Company save that the
Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the directors may allot
Relevant Securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot Relevant Securities but without prejudice to any
allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
75
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
SPECIAL RESOLUTION
8.
That, conditional on the passing of Resolution 7, the directors be given the general power to allot equity securities (as defined by section 560 of the
Companies Act 2006 (as amended) (the “Act”) for cash, either pursuant to the authority conferred by resolution 7 or by way of a sale of treasury shares, as if
section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
a.
the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under 7b., by way of a rights issue
only):
i.
to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
ii.
to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such
exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates,
legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
b.
the allotment (otherwise than pursuant to paragraph 8a. above) of equity securities up to an aggregate nominal amount of £260,700.
The power granted by this resolution will expire on the date which is 18 months after the date on which this resolution is passed or, if earlier, the conclusion of
the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before
such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the directors may allot equity
securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
This resolution revokes and replaces all unexercised powers previously granted to the directors to allot equity securities as if section 561(1) of the Act did not
apply but without prejudice to any allotment of equity securities already made or agreed to be made pursuant to such authorities.
By order of the Board
Rajinder Basra
Company Secretary
Registered Office:
28 Eccleston Square
London
SW1V 1NZ
Dated 5 May 2023
Company Number: 05048549
76
AltynGold plc
Annual Report 2022
Relevant Securities means:
p
Shares in the Company other than shares allotted pursuant to:
an employee share scheme (as defined by section 1166 of the Act);
a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or
a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security.
p
Any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted
pursuant to an employee share scheme (as defined by section 1166 of the Act). References to the allotment of Relevant Securities in the resolution include
the grant of such rights.
Entitlement to attend and vote
1.
Only those shareholders registered in the Company’s register of members at:
p
6.00pm on Tuesday 20 June 2023; or,
p
if this meeting is adjourned, at 6.00pm on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the meeting. Changes
to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Appointment of proxies
2.
If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy to exercise all or any of your rights to attend,
speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set
out in these notes and the notes to the proxy form.
3.
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to
appoint any proxies under the procedures set out in this “Appointment of proxies” section. Please read the section “Nominated persons” below.
4.
A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You may appoint more than one proxy provided
each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy, each proxy must be appointed on a separate proxy form. If you wish your proxy to speak on your behalf at the meeting you
will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.
5. Shareholders can:
p
appoint a proxy and give proxy instructions by returning the enclosed proxy form by post (see note 7);
p
register their proxy appointment electronically (see note 8);
p
if a CREST member, register their proxy appointment by utilising the CREST electronic proxy appointment service (see note 9).
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting and
vote in person, your proxy appointment will automatically be terminated.
6.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting
indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the meeting.
Appointment of proxy by post
7.
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
p
completed and signed;
p
sent or delivered to Neville Registrars (the “Registrar”), at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD; and
p
received by the Registrar no later than 11.00am on 20 June 2023.
In the case of a shareholder which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such
power or authority) must be included with the proxy form. If you have not received a proxy form and believe that you should have one, or if you require
additional proxy forms, please contact the Registrar on +44 (0) 121 585 1131.
Appointment of proxies electronically
8.
As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically online at www.sharegateway.co.uk and completing the
authentication requirements as set out on the proxy form. For an electronic proxy appointment to be valid, your appointment must be received by the
Registrar no later than 11.00am on 20 June 2023.
Appointment of proxies through CREST
9.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any
adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). 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 service
provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly
authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the information required for such instructions, as
NOTES TO THE NOTICE OF
ANNUAL GENERAL MEETING
77
AltynGold plc
Annual Report 2022
described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to
a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar ID 7RA11 no later than 11.00am on 20 June 2023,
or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time
(as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
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 message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy 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 his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a
message is transmitted by means of the CREST system 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 Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations
2001.
Appointment of proxy by joint members
10.In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior
holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect
of the joint holding (the first-named being the most senior).
Changing proxy instructions
11. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt
of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time
will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please
contact the Registrar on +44 (0) 121 585 1131.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
12. A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by:
p
Sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Neville Registrars, at Neville House, Steelpark Road,
Halesowen, West Midlands B62 8HD. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or
signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation
notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by the Registrar no later than 11.00am on 20 June 2023.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid
unless you attend the meeting and vote in person.
Corporate representatives
13.A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided
that no more than one corporate representative exercises powers over the same share.
Issued shares and total voting rights
14. As on 6pm at 29 April 2023, the Company’s issued share capital comprised 27,332,934 ordinary shares of £ 0.10 each. Each ordinary share carries the right to one
vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company is 27,332,934.
The Company’s website, www.altyngold.uk will include information on the number of shares and voting rights.
Notification of shareholdings
15. Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the Annual General Meeting as
their proxy will need to ensure that both they, and their proxy, comply with their respective disclosure obligations under the Disclosure Rules and Transparency
Rules.
Questions at the meeting
16.Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with
at the meeting unless:
p
answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; the answer has
already been given on a website in the form of an answer to a question; or it is undesirable in the interests of the Company or the good order of the meeting
that the question be answered.
Governance
Strategic report
Financial statements
78
AltynGold plc
Annual Report 2022
NOTES TO THE NOTICE OF
ANNUAL GENERAL MEETING
continued
Nominated persons
17. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (
Nominated Person
):
p
You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights (
Relevant
Shareholder
) to be appointed or to have someone else appointed as a proxy for the meeting.
p
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and
the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights.
p
Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you
should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company
(including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
Documents on display
18.Copies of the service contracts of the executive directors and the non-executive directors’ contracts for services are available for inspection at the Company’s
registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.
Communication
19.Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of
communication will be accepted):
p
Contact the Company by e-mail to info@altyngold.uk.
79
AltynGold plc
Annual Report 2022
Governance
Strategic report
Financial statements
An explanation of each of the resolutions is set out below.
ORDINARY BUSINESS
Resolutions 1 to 7 will be proposed as ordinary resolutions and will be passed if more than 50% of shareholders’ votes cast are in favour.
Resolution 1: To receive the 2022 Report and Accounts
The directors of the Company (the ‘Directors’) must present their Annual Report and Accounts of the Company for the year ended 31 December 2022 (the
‘Annual Report’) to shareholders for formal adoption at the Annual General Meeting.
Resolution 2: Directors’ remuneration report
The Directors’ remuneration report is set out in the Annual Report. In accordance with the provisions of the Act the Directors’ remuneration report is the Annual
Report contains:
p
a statement by the Chairman of the Remuneration Committee;
p
the Directors’ remuneration policy in relation to future payments to the Directors and former Directors’; and the Annual Report on remuneration, which sets
out payments made in the financial year ending 31 December 2022.
The statement by the Remuneration Committee Chairman and the Annual Report on remuneration will be put to an annual advisory shareholder vote by
ordinary resolution. Accordingly, Resolution 2 is the ordinary resolution to approve the Directors’ remuneration report. As it is an advisory vote it does not affect
the actual remuneration paid to any Director.
Resolutions 3 to 5: To re-elect the Directors
Under the Company’s articles of association, one third of the Directors or, if their number is not a multiple of three, then the number nearest to but not less than
one-third must retire from office and then stand for re-election.
Biographical details of directors to be re-elected are set out in the Annual Report and are also available for viewing on the Company’s website at
www.altyngold.uk
Resolution 6: To confirm the appointment of the auditors and authorise the Audit Committee of the Board to determine their remuneration
The Company is required to appoint auditors at each general meeting at which the annual accounts and report are to be laid before the Company, to hold office
until the conclusion of the next such meeting. The Audit Committee has reviewed the effectiveness, independence and objectivity of the external auditors,
PKF Littlejohn LLP, on behalf of the Board which now proposes their appointment as auditors of the Company. Resolution 6 also authorises the Audit Committee
of the Board, in accordance with standard practice, to negotiate and agree the remuneration of the auditors.
SPECIAL BUSINESS
As well as the ordinary business of the meeting outlined above, a number of special matters will be dealt with at the Annual General Meeting. Resolution 7 will
be proposed as an ordinary resolution and will be passed if more than 50% of shareholders’ votes cast are in favour. Resolution 8 will be proposed as a special
resolution. For this resolution to be passed, at least 75% of shareholders’ votes cast must be in favour.
Resolution 7: Directors’ authority to allot shares
At the 2022 Annual General Meeting in June 2022 the Directors were given authority to allot shares in the Company, and Resolution 7 seeks to renew this
authority for a period until the date which is 18 months after the date on which this resolution is passed or, if earlier, the date of the next annual general meeting
of the Company.
This resolution would give the Directors authority to allot ordinary shares, and grant rights to subscribe for or convert any security into shares in the Company, up
to an aggregate nominal value of £855,891.82. This amount represents approximately one-third (33.33%) of the issued ordinary share capital of the Company, as
at 28 April 2023, the last practicable date prior to the publication of this document. The Company does not currently hold any shares in treasury. The extent of
the authority follows the guidelines issued by institutional investors.
The Directors consider that it is appropriate for this authority and these powers to be granted to preserve maximum flexibility for the future.
Resolution 8: Disapplication of pre-emption rights
Section 561 of the Companies Act 2006 gives all shareholders the right to participate on a pro-rata basis in all issues of equity securities for cash, unless they
agree that this right should be disapplied. The effect of this resolution is to empower the Directors, until the date which is 18 months after the date on which this
resolution is passed or, if earlier, the date of the next annual general meeting of the Company, to allot equity securities for cash, without first offering them on a
pro-rata basis to existing shareholders, but only up to a maximum nominal amount of £233,434.21 representing approximately 10% of the Company’s issued
ordinary share capital on 28 April 2023 (being the latest practicable date before the date of this document). In addition, the resolution empowers the Directors to
deal with fractional entitlements and any practical problems arising in any overseas territory on any offer made on a pro-rata basis. The Directors consider that it
is appropriate for this authority and these powers to be granted to preserve maximum flexibility for the future.
EXPLANATION OF RESOLUTIONS
Directors
Mr Kanat Assaubayev
(Chairman)
Mr Aidar Assaubayev
(Chief Executive Officer)
Mr Sanzhar Assaubayev
(Executive Director)
Mr Ashar Qureshi
(Non-Executive Director)
Mr Vladimir Shkolnik
(Non-Executive Director)
Mr Andrew Charles Terry
(Non-Executive Director appointed 24 January
2022)
Ms Maryam Buribayeva
(Non-Executive Director appointed 24 January
2022)
Company secretary
Mr Rajinder Basra
Registered office & Company number
28 Eccleston Square
London
SW1V 1NZ
Company number: 05048549
Kazakhstan office
10 Novostroyevskaya
Sekisovkoye Village
Kazakhstan
Solicitors
Keystone Law Limited
48 Chancery Lane,
London
WC2A 1JF
Wragge Lawrence Graham & Co. LLP
4 More London Pl.
London
SE1 2AU
Auditors
PKF Littlejohn LLP
15 Westferry Circus
London
E14 4HD
COMPANY INFORMATION
80
AltynGold plc
Annual Report 2022
AltynGold plc
Annual Report 2022
AltynGold plc
28 Eccleston Square
London
SW1V 1NZ
www.altyngold.uk