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ANNUAL REPORT
2023

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Capital Limited
Annual Report 2023
01
Strategic
Report
Corporate
Governance
Financial
Statements
Supplementary
Information
Sustainability
06
Strategic Report
32
Sustainability
54
Governance
89
Financial Statements
04
Executive Chair’s
Statement
08
Chief Executive Officers
Statement
Corporate Governance
55 Chair’s introduction to Governance
57 Statement of Compliance
58 Board of Directors
61 Corporate Governance Report
69 Audit and Risk Committee Report
73 Nomination Committee Report
75 Sustainability Committee Report
76 Remuneration Committee Report
87 HSSE Committee Report
87 Investment Committee Report
88 Directors’ responsibilities Statement
Financial Statements
90 Independent Auditor’s Report
96 Consolidated Statement
of Profit or Loss and Other
Comprehensive Income
97 Consolidated Statement
of Financial Position
99 Consolidated Statement
of Changes in Equity
100 Consolidated Statement
of Cash Flows
101 Notes to the Consolidated
Financial Statements
Supplementary Information
145 Alternative Performance Measures
148 Shareholder Information
02 2023 highlights
03 Our Company at a glance
04 Executive Chair’s Statement
Strategic Report
07 Investment Case
08 Chief Executive Officer’s
Statement
10 Business Model
11 Strategy
16 Market Overview
17 Key Performance Indicators
19 Operational Review
19 – Capital Drilling
20 – Capital Mining
21 – MSALABS
22 – Capital Investments
23 – Capital Innovation
24 Chief Financial Officer’s
Review
27 Principal Risks
31 Viability Statement
Sustainability
33 Capital’s Approach
to Sustainability
40 TCFD Report
For further information visit capdrill.com
About Capital
Capital is a leading
mining services
company providing
a complete range
of drilling, mining,
maintenance
and geochemical
laboratory solutions
to customers within
the global minerals
industry.

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Strategic
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Corporate
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Information
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Capital Limited
Annual Report 2023
02
2023 HIGHLIGHTS
Epiroc electric drill
partnership
Partnering with Epiroc to develop and
field test battery-electric surface drill rig,
smartRoc D65BE
MSALABS – Largest
global distributor
of PhotonAssay
TM
technology
The Group has delivered outstanding
compound annual revenue growth of
33% since 2020
$318.4m
Revenue
Second material
mining contract
MSALABS has positioned itself as an early
adopter of this revolutionary technology
and is on track to roll out 21 Chrysos
PhotonAssay
TM
Units
Operating profit margins have
remained strong at 19%
$60.3m
EBIT
Landmark
expansion into
USA
Our new drilling contract with
Nevada Gold Mines represents a
landmark moment for Capital as
we expand our geographic reach
Capital was awarded an earth moving and
crushing services contract with Ivindo,
majority owned by Fortesque Metals Group
at the Belinga Iron Ore Project in Gabon

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A complete range of drilling
solutions for projects across the
mining cycle from exploration to
production. Our expanded portfolio
includes some of the world’s largest
miners at tier one assets across
Africa, the Americas and
the Middle East.
See page 19
A global provider of innovative
geochemical laboratory services
for the exploration and mining
sector, and the largest distributor
of PhotonAssay™ technology.
Leveraging the latest techniques
and technologies, we facilitate
accurate, efficient, safe and
environmentally responsible
analysis.
See page 21
A fully flexible and complete
mining service which delivers
additional diversification to the
Group by moving further along the
value chain. Optimising pit to mill
productivity, we provide services
that include load and haul and
crushing, across developing to fully
operational mine sites.
See page 20
Comprising direct investments in
both publicly traded and private
companies, Capital Investments
constitutes an important element
of our business development
strategy, allowing us to leverage our
infrastructure, relationships and
expertise by investing in exploration
and mining companies which
are strategically aligned with our
broader operations.
See page 22
Capital Innovation provides the
Group with further diversification
of service offering which
can contribute to enhanced
productivity, efficiency and
sustainability through screening
and adopting new technology
relevant to the mining industry.
See page 23
MENA
ROW
CAF/WAF
EAF
Drilling &
associated
Mining
MSALABS
Mine site
Non mine site
Production
Development
Exploration
Underground
Mining
MSALABS
Other
BY SERVICE BY LOCATIONBY REGION BY ACTIVITY
Strategic
Report
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Governance
Financial
Statements
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Information
Sustainability
03
Capital Limited
Annual Report 2023
OUR COMPANY AT A GLANCE
DIVERSIFICATION ACROSS GEOGRAPHIES AND SERVICES GLOBAL COVERAGECOMMITTED TO SAFETY,
TRAINING AND LOCAL
EMPLOYMENT
2,739
0.75
92%
employees
TRIFR
1
nationals
END-TO-END INTEGRATED MINING SERVICE OFFERING
Labs Drilling
Corporate office
Mining
1 Per 1,000,000 hours worked.

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Delivering
value
Capital Limited
Annual Report 2023
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Capital Limited
Annual Report 2023
04
EXECUTIVE CHAIR’S STATEMENT
2023 has been a year of strategic progress for
Capital as we further expand our capabilities
and geographic reach. We experienced
growth across all our operating businesses,
added depth to our management team and
secured several material contract awards that
establishes a strong platform for growth in the
years ahead.
Once again, the Group achieved an
outstanding, industry-leading performance
in safety, which continues to be instrumental
in allowing us to build and maintain lasting
relationships with some of the world’s largest
natural resources companies. These multi-year
relationships have always been core to Capital’s
strategy as highlighted with operations at
Geita with AngloGold Ashanti now entering
their nineteenth year and the letter of intent
from Centamin due to extend our relationship
at Sukari to 25 years.
As an integrated, end-to-end mining service
provider, with growing commodity exposure
and expanding geographical diversification,
we believe we have a differentiated proposition.
It is this, coupled with our strategic focus on
blue chip customers with tier one assets and
our disciplined approach to capital allocation,
which has enabled us to continue to drive
profitable and reliable growth during the year.
Market
The outlook remains supportive of Capital’s
business model, with exploration and capital
expenditure budgets within the mining
industry remaining considerably and
unsustainably below peak levels experienced
a decade ago and well below levels required to
provide the supply in the years ahead.
Whilst Capital’s exposure to different
commodities continues to broaden, our core
drilling business still retains a strong weighting
to gold. With the metal price trading
around an all-time high, we are confident in
continued strong demand for our services.
During 2023 we added significant depth to
our portfolio with new contract awards across
a range of commodities, particularly in iron ore
and copper.
Activities in our traditional geographic footprint
across East Africa and the Middle East and
North Africa (MENA) remain significant
contributors to our overall operations and
demand has continued to be strong. We
commenced operations in Gabon in 2023,
while scaling back some activity in select
countries in West Africa, reflecting the weaker
demand environment in those geographies.
Our established operations across Canada,
through our laboratory business, MSALABS,
has been built on over the course of the
year with multiple new facilities being
commissioned. In Q4 2023 we also announced
the award of contracts for both Capital Drilling
and MSALABS in Nevada and we expect
our North American revenue to become a
significant contributor to Group revenue in the
years ahead.
Delivering value for our stakeholders
Safety remains absolutely fundamental to
everything we do, and I am pleased to see
Capital continue to achieve outstanding
performance, remaining Loss Time Injury (LTI)
free across thirteen sites through 2023.
2023 has been a year of
strategic progress for
Capital as we further
expand our capabilities
and geographic reach.
Jamie Boyton
Executive Chair

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Safety
Uphold our exceptional health
and safety standards and focus
on everyone’s well-being.
Unity
Operate as a fully inclusive
global team.
Sustainability
Identify, develop and implement
initiatives to lessen our
environmental impact.
Respect
Respect colleagues, clients, the
environment and the cultures and
communities where we operate.
Integrity
Be frank honest and open,
developing relationships and seeing
things through to completion.
Excellence
Be responsive, innovative and
entrepreneurial, taking ownership
and always striving for the best
outcomes.
Capital Limited
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InformationSustainability
Sustainability
EXECUTIVE CHAIR’S STATEMENT CONTINUED
Capital’s best in class
safety and operational
performance is core to
generating value.
With a steadfast focus on capital efficiency
and allocation, we continued to achieve solid
financial performance. Adjusted return on
capital employed1 (ROCE) during the year was
21% and the Company delivered an Adjusted
EBITDA margin of 29%. As a result, the Board
of Directors has declared a final dividend for
2023 of 2.6cps. This brings the total dividend
declared in relation to 2023 to 3.9cps, marking
the ninth year of consistent returns.
We are proud of the value we create for the
communities in which we operate – not least
through the employment we provide (with
over 92% of our employees coming from their
countries of operation), but also through local
investment and support. Through our Joint
Venture partnership with the International
Apprenticeship and Competency Academy
(IACA) in Tanzania, we facilitate training,
development and skills transfer for to both
our own team and the broader industry.
Our purpose at Capital is to help our customers
to achieve their business objectives, through the
application of our knowledge, experience and
our end-to-end service proposition. We continue
to expand and evolve as a business and as such,
conducted an exercise during the year to update
our mission and values.
As a result of this process, we have identified and
committed to six key principles of safety, respect,
unity, integrity, sustainability and excellence,
which underpin our purpose and reflect how we
operate on a daily basis.
Continued evolution of our Board and
governance structures
As the Group has continued to grow, so our
Board and Committees have evolved over
the past year, but particularly in terms of
independence and broadening the diversity of
the members.
In November, we were delighted to appoint
Ms Anu Dhir, who brings with her a wealth of
experience in the resources sector both in Africa
and across the Americas. In order to ensure the
independence of our Committees, Alex Davidson
(Non-Executive Director) stepped down from his
statutory committee roles in 2023 to recognise
the fact he is now deemed non-independent.
Whilst this was necessary from a governance
perspective and as consulted upon with
shareholders, Alex’s unique wealth of expertise
and skills remains invaluable to the Company
and we are therefore delighted he remains a
Non-Executive Director.
Conclusion
Together with the full Board, I would like
to take this opportunity to thank all our
employees for their hard work this year, as
well as our customers and investors for their
steadfast support and the communities in
which we operate.
Having invested strategically in the business
over the last few years, we believe our ability
to deliver growth is well underpinned by our
integrated offering throughout the value chain
our increasing geographical and commodity
diversification and our balance sheet.
Jamie Boyton
Executive Chair
1. ROCE and EBITDA are adjusted for the cash cost of the
IFRS 16 leases
CAPITAL VALUES

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Sustainability
Capital Limited
Annual Report 2023
06
Strategic Report
07 Investment Case
08 Chief Executive’s Statement
10 Business Model
11 Strategy
16 Market Overview
17 Key performance Indicators
19 Operational Review
19 – Capital Drilling
20 – Capital Mining
21 – MSALABS
22 – Capital Investments
23 – Capital Innovation
24 Chief Financial Officer’s Review
27 Principal Risks
31 Viability Statement

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Capital Limited
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Sustainability
Key reasons
to invest
INVESTMENT CASE
Strategic
positioning
To benefit from structural
underinvestment in
multi-year exploration
and development cycle
and to capture value
from exposure to the
global energy transition.
Best in class
returns and
margins
As a premium provider to
blue chip customers, with
integrated and diversified
business model.
Tier-one client
portfolio
Giving strong visibility on
revenue and margins into
the future.
Peer leading
safety record
Upholding stakeholder
value through a
commitment to our
employees and best
practice.
Strong growth
profile
Underpinned by
robust balance sheet –
providing catalysts
to valuation upside.


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Annual Report 2023
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Peter Stokes
Chief Executive Officer
Consistently strong performance
Safety remains the priority in everything we
do. We recognise that sustained strength in
this crucial area is critical to our success, and I
am pleased to report that we achieved a Total
Recordable Injury Frequency Rate (TRIFR) of
0.751 in 2023, an almost 40% improvement on
2022. We believe this demonstrates the rigour
we apply to our safety management practices
across all our operations.
Supported by our robust contract portfolio,
Capital achieved a robust rig utilisation rate of
73% in spite of the geopolitical challenges in
West Africa which has led to some reduction in
drilling activity, particularly in Mali. We recorded
a total drilling and associated revenue of
$215.3 million for the year, up 1% on 2022, and
achieved an average revenue per operating
rig (ARPOR) of $186,000. Demonstrating our
increasingly diversified revenue streams, total
Group revenue was 10% higher than 2022 at
$318.4 million.
Notwithstanding the sustained investment
in our business growth, Capital continues to
deliver consistently strong profitability, with
adjusted EBITDA2 generation of $91.8 million
and margins of 29%.
CHIEF EXECUTIVE OFFICER’S STATEMENT
Executing our strategy
We have succeeded in executing
on our growth and development
strategies in 2023, leading
to significantly enhanced
diversification – from a service
provision, commodity, and
geographical perspective –
in addition to robust operational
and financial performance.
Portfolio strength and diversification
We continue to strengthen our portfolio
across drilling and mining, with a strategic
focus on tier one assets made possible by
the longstanding relationships we have
built over the years with some of the world’s
leading miners. By concentrating on mine
site activity across the Group, as opposed to a
high exposure to exploration, we are poised
to extend our service offering with existing
customers and can also deliver more stable
and consistent margins throughout the cycle.
Demonstrating Capital’s ability to diversify
revenue streams through an expanded
offering with existing customers, following the
award of a three-year drilling services contract
at Ivindo Iron’s Belinga iron ore mine, we
subsequently entered into a five-year mining
contract in June. This serves to reinforce
Capital’s reputation for load and haul services
with blue chip customers. We also achieved
a landmark entry into the North American
drilling business in 2023, with a three-year,
$35 million per annum contract at Nevada
Gold Mines, spanning a wide range of services
across three tier one gold assets. Further,
we demonstrated our capacity to maximise
opportunities with existing customers in other
geographies by securing a two-year diamond
drilling services contract with Barrick at the
Reko Diq copper project in Pakistan.
1 per 1,000,000 hours worked
2 EBITDA is adjusted for the cash cost of the IFRS 16 leases


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CHIEF EXECUTIVE OFFICER’S STATEMENT CONTINUED
Capital’s net debt position remained robust
at $69.8 million at year end; this was just
$22.6 million when including investment
holdings of $47.2 million at the end of 2023
(of which $44.8 million relates to holdings in
listed companies). Capital’s balance sheet was
further strengthened through the expansion
of our revolving credit facility (RCF) from $25
million to $50 million in 2023, providing the
Group with greater flexibility to deliver
on growth opportunities.
Delivering complementary services
across the value chain
Capital’s majority-owned laboratories business,
MSALABS, continues to drive very strong
growth, particularly focused around the
deployment of Chrysos PhotonAssay
units,
but also across traditional fire assay and multi-
element analysis. This has been highlighted
by the recent contract with Nevada Gold
Mines, the most substantial award in the
division’s history, a five-year comprehensive
contract with annual revenues of $30 million
once fully operational. MSALABS now has
the largest international network of Chrysos
PhotonAssay™ technology and has forged
a partnership with Chrysos Corporation and
Barrick to trial and then deliver this innovative
technology at its mine sites across up to four
continents. This underscores the strength of
PhotonAssay’s capabilities, facilitating safer,
faster, more accurate and environmentally
responsible assay analysis. We see this
partnership as a strong endorsement of our
ability to offer valuable services to blue chip
mining companies on a global scale.
Outlook
2024 has had a strong start with Centamin’s
letter of intent to renew our key Sukari
drilling contract through to 2029 and will
see a continuation of positive momentum
with the ramp up of operations at Belinga,
Reko Diq and Nevada Gold Mines. With
enhanced cash flow visibility and remaining
active on tendering across a wide range of
geographies, we see both breadth and quality
of opportunities ahead, particularly thanks to
the strength of our existing customer base
and our presence on site at some of the world’s
leading assets.
Peter Stokes
Chief Executive Officer
Remaining at the forefront of adopting new
technology for the mining industry, we have
continued to provide enhanced services
through Capital Innovation during the year.
This included the first solar installation by Mine
Power Solutions and the continued ramp up
of Well Force International, providing complete
drill survey, orientation and downhole
geophysical surveying with advanced
equipment and software.
We have seen exceptional returns from our
investments business to date; having invested
a net total of $17 million since inception, our
portfolio was valued at $47.2 million at the
end of 2023. Capital Investments leverages
our infrastructure and expertise thereby
generating a strong return on investment,
whilst at the same time building long-term
strategic partnerships which provide a
potential platform for future growth.
Progressing our approach
to sustainability
Our continued focus on driving sustainability
will be highlighted by the publication of
Capital’s first standalone Sustainability Report
for 2023. This report will be an important
step in the continued development of our
sustainability strategy and we will look to
further enhance transparency and reporting
as we move forward.
We continue to progress our reporting in
line with the Task Force on Climate-Related
Financial Disclosures (TCFD) in this
Annual Report.
See our business model on page 10
See our strategy on page 11


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Sustainability
CAPITALS STRENGTHS
z Robust approach to capital
allocation and strong
cash generation.
z Committed management
team and workforce with
proven expertise and a strong
focus on safety.
z Responsible
environmental management
and focus on sustainable
resource usage.
z High-quality equipment
and machinery.
z Innovative approach and
ability to commercialise
technology across
the business.
z Clear emphasis on contract
selection and tier 1 asset
exposure.
z Longstanding, trusted
relationships with blue-chip
customers and wider
stakeholders, underpinned
by effective engagement.
THE VALUE CAPITAL CREATES
z Investors
Consistent and sustained
shareholder value with
a long history of strong
dividend payments.
z Employees
Commitment to training,
development and providing fair
wages which are significantly
above average pay levels in our
countries of operation.
z Customers
With a focus on creating long-
lasting customer relationships,
Capital creates significant value for
customers and strives to maintain
its excellent quality, safety and
sustainability track record.
z Local communities
Providing socio-economic
value for our local communities
through local employment,
use of supply chains, skills
transfer and community
development programmes.
z Suppliers
Fair and transparent contracting
processes and payment terms;
we endeavour to use local suppliers
wherever possible.
z Governments / regulators
Economic contributions and
compliance in our countries of
operation; fair and transparent
payment of taxes.
BUSINESS MODEL
Creating value as an integrated,
end-to-end mining service provider
Development
Processing
Exploration
Production
Surface &
underground
Load and
haul
Crushing
On-site
Laboratories
Down-hole tool
rental
Drilling
Surveys and core
orientation
Investments
Mineral
geochemical
analysis
Dewatering
Drill and
blast
OUR BUSINESSES
z Capital Drilling
z Capital Mining
z MSALABS
z Capital Investment
z Capital Innovation


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CAPITAL EFFICIENCY
Focus on capital efficiency, balance
sheet flexibility and robust returns
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Sustainability
STRATEGY
PARTNERSHIPS
Resilience and stability,
underpinned by lasting blue-chip
customer partnerships
Our three strategic pillars
GROWTH
Driving profitable and reliable
growth through integrated
end-to-end service offering
Driving profitable and reliable growth while leveraging our lasting and longstanding blue-
chip customer partnerships, with a strategic focus on tier one companies and assets and
taking a robust, but flexible approach to capital allocation to drive stakeholder returns.


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STRATEGY CONTINUED
z Strategic focus on long-life, tier one assets.
z Strong track record of repeat revenue
through trusted relationships with blue-chip
customers, leading to contract extensions
and renewals.
z Maintain excellent track record of
operational delivery:
Quality – providing premium service
with high-quality equipment; our fleet
maintains consistently high reliability and
availability which is achieved through
an extensive maintenance and rebuild
programme.
Safety – unwavering commitment to
safety demonstrated by our excellent
safety record.
Sustainability – prioritising local
employment; focused on skills
development and training; maintaining
responsible environmental
management.
Resilience and stability, underpinned by lasting blue-chip
customer partnerships
Partnerships
z Stability, flexibility and resilience provided
by diversification; both as an integrated
service provider and operating across the
mining cycle.
z Strategically positioned to understand
customer requirements through existing
relationships and investments.
KEY HIGHLIGHTS
TRIFR of
0.75
per 1,000,000 hours
worked (2022: 1.2)
92.4%
national employees
(2022: 91.3%)


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Previous operations Current operations
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STRATEGY CONTINUED
Strategy in action – Expanding
and reinforcing our long-term
relationship with Barrick
We have built a longstanding relationship
with Barrick (and its associated assets) over
the last 19 years, expanding our service
offering with this global gold producer
over the years, thereby enhancing our
portfolio of high-quality projects, increasing
our geographical diversification and
demonstrating our ability as a Group to
maintain quality, safety and sustainability.
See below where Capital has worked with
Barrick around the world
2005 Drilling contract at Kabanga, a Barrick-
managed JV with Falcon Bridge.
2007 Initial drilling contract with Barrick at
Reko Diq, Pakistan, a Barrick-managed JV with
Antofagasta..
2008 Commenced drilling operations at
North Mara
1
, Tanzania.
2010 Started exploration drilling for Barrick in
PNG.
2012 Drilling contract with Barrick
at Lumwana, Zambia.
2015 Four-year production contract at the
North Mara in Tanzania and exploration drilling
contract with Barrick at Barrick Altus site, Chile
2019 Two-year underground exploration
drilling contract with Barrick at Jabal Sayid,
Saudi Arabia.
2019 Drilling contract extension at North Mara.
2020 New long-term exploration contract in
Tanzania at the Bulyanhulu Gold Mine and
further contract extensions at North Mara.
2020 Contract awarded by Barrick
to MSALABS, with the first Chrysos
PhotonAssay™ unit commissioned
at Bulyanhulu in 2021.
2021 Three-year underground drilling contract
at Jabal Sayid.
2022 Contract extensions at Bulyanhulu
(underground grade control) and North Mara
(additional underground rig).
2023 Two-year diamond drilling services
contract at Reko Diq.
2023 Partnership with Barrick to adopt
Chrysos PhotonAssay™ technology at its mine
sites across four continents.
2023 Drilling services contract awarded
with Nevada Gold Mines (NGM) (JV between
Barrick and Newmont), USA including
underground diamond drilling at the Leeville
mine within the Carlin complex, underground
reverse circulation drilling at Carlin and
diamond drilling at the Robertson project
within the Cortez complex.
2023 A five-year comprehensive laboratory
services contract with NGM including Chrysos
PhotonAssay
TM
units as well as traditional fire
assay and multi-element assaying.
1 Operated at the time by Acacia Mining Plc


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Sustainability
4.5
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
DIVIDEND PAYMENTS SINCE 2014 (US CENTS PER SHARE)
Interim
Final
STRATEGY CONTINUEDSTRATEGY CONTINUED
Capital Efficiency
z Maintaining balance sheet flexibility to take
advantage of opportunities, fund growth
and deliver shareholder returns.
z Strong relationships with providers
of capital (banks as well as original
equipment manufacturer (OEM) finance)
as demonstrated by the doubling of our
revolving credit facility (RCF) in 2023.
Focus on capital efficiency, balance sheet flexibility and robust returns
z Effective allocation of capital to achieve
organic and inorganic growth and deliver
long-term stakeholder value through:
long-life, low-cost, high ROCE projects.
early-stage investments; benefiting
from positive macro-fundamentals in
an industry with scarce access to capital.
shareholder returns.
z Strong fleet utilisation,
with responsible and efficient approach
to maintenance and upkeep.
KEY HIGHLIGHTS
Dividend
3.9cps
(2022: 3.9cps)
Adjusted cash from
operations
1
$84.3m
(2022: $69.8m)
ROCE1
21%
(2022: 26%)
Expanded RCF
from
$25m to $50m
Average rig utilisation
73%
(2022: 79%)
1 Adjusted for the cash cost of the IFRS 16 leases
Our strategy in action: Consistently strong return
of excess capital to shareholders through dividends


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STRATEGY CONTINUED
Growth
z Strategic focus on long-term contracts with
growth potential – leveraging our expertise
across the value chain and strong customer
relationships to “grow with our customers”,
add service contracts in other areas and
increase our presence at existing operations.
z Positioned at the forefront of mining
technology – adding new, innovative
and sustainable services and solutions
to our business model in line with
customer requirements.
z Building the optimal geographic footprint
– long experience in Africa; extending
geographical reach.
Driving profitable and reliable growth through integrated
end-to-end service offering
Our strategy in action:
Accelerating our diversification
into North America
Our strategic focus on geographical
diversification took a significant leap
forward in 2023, with the award of
comprehensive drilling and laboratory
services contracts with Nevada Gold Mines
(NGM) in the USA – the world’s largest gold
mining complex, adding to our existing
and growing operations in Canada
with MSALABS.
The laboratory services contract at the
NGM complex represents the largest
award in MSALABS’ history – anticipated
to generate ~$140 million over the five-
year term. In a phased ramp up process
throughout 2024, we will add three
PhotonAssay™ units in the USA,
KPIs
z Benefiting from structural underinvestment
in multi-year exploration and development
cycle; heavy skew to mine site drilling (over
exploration) provides longevity and stability.
z Increasing commodity diversification;
benefiting from flourishing energy transition
mineral demand.
adding to the three-year comprehensive
drilling services contract with NGM
awarded in September.
We believe our success in securing the
drilling services contract with NGM, which
spans both surface and underground
diamond drilling, as well as underground
circulation, is illustrative of our long-
standing commitment to industry-
leading standards in both safety
and productivity.
Highlighting our strategic focus on North
America, we have appointed a Chief
Executive Officer – Americas who will
oversee our operations and ramp up our
new Nevada Gold Mines complex contract
as well as focus on further growth
potential in the region.
The addition of world class contracts in
2023 across Reko Diq, Belinga and now
Nevada presents significant further
opportunity and a strong platform
as we look into 2024.
Peter Stokes, Chief Executive Officer
Revenue
$318.4m
(2022: $290.3m)
ARPOR
$186,000
(2022: $180,000)
Adjusted EBITDA1
$91.8m
(2022: $90.1m)
Share of non-drilling
revenue
33%
(2022: 28%)
1 Adjusted EBITDA excludes the fair value gains/losses in investments and includes the cash cost of the IFRS 16 leases


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MARKET OVERVIEW
Key drivers
EXPLORATION BUDGET
1
CAPEX – TOP 30 GLOBAL MINERS
1
Commodity prices
remain supportive
Exploration and capex budgets remain
significantly below previous highs
Energy transition is creating
a new wave of demand
Despite challenging global market conditions through 2023,
commodity prices have persisted at healthy levels relative to
global cost curves. This provides a supportive environment
for further investment right across the mining industry.
Capital strategy
While strong commodity prices opens up a number of new
opportunities, Capital has a strong focus on Tier-1 clients and low
cost operations, ensuring our activity remains strong through
the cycle.
We have not yet seen a material pick up in either exploration
or capital expenditure budgets relative to levels seen when
commodity prices were previously at these levels. Ultimately
this has a knock-on effect on both reserve levels at existing
operations and the pipeline of new projects to satisfy the
demand requirements ahead.
Capital strategy
Over the past five years Capital has significantly expanded
its service offering. While increased spending from miners is
therefore generally supportive for Capital, our wide ranging
service offering allows us to be more selective and strategic.
The energy transition is a significant structural change to
the mining industry creating a wave of demand for metals.
This could provide long term support for global commodity
demand especially given the underinvestment in the industry
in previous years.
Capital strategy
Capital is positioning for this transition both through contract
selection and operational innovation. Capital’s contract portfolio
has covered a range of battery transition and the energy
transition should be very supportive for our services in the years
ahead. Equally, our ability to be awarded contracts will be based
on our commitment to being part of the energy transition
ourselves. Capital has a strong commitment to achieving Net
Zero by 2050.
Source: S&P Global Market Intelligence
160
140
120
100
80
60
40
20
0
Source: S&P Global Market Intelligence
25
20
15
10
5
0
US$ Billions
US$ Billions
2012
2012
2013
2013
2014
2014
2015
2015
2016
2016
2017
2017
2018
2018
2019
2019
2020
2020
2021
2021
2022
2022
2023
2023
1 Adjusted for inflation


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Financial KPIs
1
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KEY PERFORMANCE INDICATORS
$318.4m
Revenue
Relevance to Capital
Revenue serves as an important
metric for measuring the
Company’s overall success in
generating new income across
the business.
Performance
Revenue increased by 9.7% as a
result of new contract wins across
all of drilling, mining and MSALABS.
1 All Alternative Performance Measures (APMs) used are defined on page 145
2 Adjusted ROCE is calculated utilising EBIT including the cash cost of IFRS 16 leases and average yearly capital employed excluding lease assets and liabilities
3 Adjusted EBITDA and Adjusted cash from operations include the cash cost of the IFRS 16 leases
2023
2022
$290.3m
$318.4m
+ 9.7%
$91.8m
Adjusted EBITDA3
Relevance to Capital
Adjusted EBITDA serves as an
indication of the Company’s
efficiency in deriving profit from
its operational activities.
Performance
Adjusted EBITDA increased by
6.3% with the Company maintaining
strong margins alongside
the revenue growth delivered
through 2023.
2023
2022
$86.4m
$91.8m+ 6.3%
$84.3m
Adjusted cash
from operations3
Relevance to Capital
Cash from operations is the
foundation from which Capital
can pursue future opportunities.
Performance
Cash from operations increased by
21% thanks to growth in EBITDA and
tight working capital management.
2023
2022
$69.8m
$84.3m+ 21%
3.9cps
Dividend per share
Relevance to Capital
In addition to growth, Capital returns
value to shareholders through
consistent dividends.
Performance
Total 2023 dividend per share
remained consistent YoY and
equates to a circa. 3.5% yield.
2023
2022
3.9cps
3.9cps
21%
Adjusted ROCE2
Relevance to Capital
ROCE serves as a significant measure
in the Company’s ability to utilise
its asset base to generate profits.
ROCE is included as a metric in
remuneration.
Performance
ROCE reduced as we increased
the capital base across the Group,
including new mining equipment in
Gabon and increased asset footprint
across MSALABS. The associated
contracts are still ramping up and
have yet to reach their steady state
earnings contribution.
2023
2022
25.7%
21.1%
- 1 7. 9%


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Operational KPIs
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73%
Average rig utilisation
Relevance to Capital
Tracking rig utilisation enables the
Company to assess the effectiveness
of its fleet management strategies
and optimise resource allocation to
maximise returns.
Performance
Rig utilisation remains near our
target level, allowing us to mobilise
quickly to new projects and also
operate an effective maintenance
strategy, key to ensuring we provide
a high quality of service.
92%
National
employees
Relevance to Capital
Local employment is core to our
strategy and a key way for Capital to
provide socio-economic benefits in our
countries of operation. Nationalisation
is included as a metric in remuneration.
Performance
Our level of nationalisation remains
consistently high across the Group
in line with our strategy.
0.75
TRIFR2
Relevance to Capital
An indicator of safety in the
workplace and the effectiveness
of our training and management
controls to maintain best safety
practices. Safety is included as a
metric in remuneration.
Performance
Group TRIFR improved 37.5% YoY and
the Group remains amongst the best
performers in the industry.
KEY PERFORMANCE INDICATORS CONTINUED
2023
2022
79%
73%
2023
2022
91.3%
92.4%
2023
2022
1.20
0.75
1 Adjusted EBITDA excludes the fair value gains/losses on investments and includes the cash cost of the IFRS 16 leases
2 Total Recordable Injury Frequency Rate per 1,000,000 hours worked
28.8%
Adjusted EBITDA
margin
1
Relevance to Capital
Margins allow us to measure
the consistency of operating
performance across the business.
Performance
Margins decreased slightly through
the year predominantly driven by
the increased revenue contribution
from MSALABS, which generates
lower adjusted EBITDA margins
than the rest of the Group.
2023
2022
29.8%
28.8%


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OPERATIONAL REVIEW
Solid performance in challenging
conditions
Throughout 2023, our core drilling business
maintained its multi-year growth momentum,
demonstrating a compound growth rate
of ~19% since 2020. Despite challenging
global market conditions during the year, we
achieved a year-on-year growth of 1.4% to $211.6
million (2022 $208.6 million) for Capital Drilling.
Key new geographic push, breaking
into US market with Nevada Gold
Mines contract
Capital has been awarded a major drilling
contract with NGM expected to generate
~$35 million annually at full operational
capacity, representing a landmark moment
as we extend our geographic reach in drilling
into North America. This large-scale contract,
which spans a wide range of drilling services
including underground reverse circulation
and diamond drilling (both surface and
underground) allows us to fully establish
ourselves in the region and provides a platform
for further growth.
Enhancing our contract portfolio
We’ve continued to strategically reposition
our contract portfolio, with an emphasis on
blue chip customers with tier one assets
and long-term contracts. This concentrated
focus on blue chip customers such as Barrick,
Centamin and Fortescue Metals Group
(FMG) is highlighted by recent awards from
Nevada Gold Mines (NGM) and Ivindo SA
(FMG’s majority owned subsidiary in Gabon).
Our commitment to fostering enduring
partnerships with these blue-chip clients
remains central to our ability to deliver
stability and sustainability throughout
commodity cycles.
Continued record of contract renewals
Capital saw a number of contract renewals
through 2023 and in early 2024, but most
notably Centamin’s letter of intent to renew
our drilling services contact at the Sukari mine,
Egypt, commencing in January 2025. The
comprehensive agreement, which includes
both blast hole and grade control drilling, will
extend our activities on site to the end of 2029,
25 years after we commenced operations at
this asset in 2005.
Following on from other major contract
renewals in 2022, such as at Geita with
AngloGold Ashanti, the business has shown
a long history of renewals which drives high
utilisation across the Group and provides
more stable returns.
Focused growth on world class assets
Our key contract awards through 2023 are
particularly notable, given the world class
nature of the assets themselves. NGM is the
single largest gold-mining complex globally,
Belinga in Gabon boasts one of the world’s
largest undeveloped, high-grade hematite
iron ore deposits and the Reko Diq copper
mine in Pakistan is one of the largest
undeveloped copper-gold projects globally.
These contracts position Capital to leverage
our existing contract portfolio to achieve
further organic growth.
Capital Drilling
A complete range of drilling solutions
for projects across the mining cycle
from exploration to production.
Our expanded portfolio includes
some of the world’s largest miners at
tier one assets across Africa, North
America and the Middle East.
2023 REVENUE
$211.6m
COMPOUNDED GROWTH
RATE SINCE 2020
~19%
YEAR-ON-YEAR GROWTH
1.4%


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OPERATIONAL REVIEW CONTINUED
Growth in mining business
In 2023, our mining business achieved strong
revenue growth, with a 30% increase to $64.7
million ($49.8 million in 2022). This follows a
substantial 49% year-on-year growth in 2022.
This growth was underpinned by consistent
operations at Sukari alongside the addition
of our second material mining contract in
Gabon with Ivindo SA (FMG’s majority
owned subsidiary).
Sukari mining contract
Our first large scale mining contract at Sukari,
which commenced in January 2021, has been
an encouraging success for this important
element of the Group’s business model.
Employing over 400 individuals and deploying
a fleet of 17 trucks, 3 excavators, alongside
other support equipment, the project not only
ramped up ahead of contracted expectations,
but subsequently maintained consistent
operations and an exemplary safety record.
Spanning a four-year term, the waste mining
contract involved moving 120mt of material.
Capital Mining is currently on track to complete
the contract six months ahead of contracted
requirements by mid-2024 and is expected
to operate at full capacity until then.
Capital Mining secures its second
material contract win at Ivindo, Gabon
In 2023, Capital secured its second high-quality
mining services contract with a crushing and
earthmoving services contract at Belinga.
This site is located in the northeast of Gabon,
one of the world’s largest undeveloped, high-
grade hematite iron deposits with the potential
to become a globally significant iron ore mine.
The contract has a term of up to five years and
will generate approximately $30 million of
revenue per annum once fully operational. This
contract
has progressed well through 2023, with the
first ore from the project being shipped during
the last quarter.
Proven capabilities with blue chip
clients in load and haul provides a
platform for growth
Having demonstrated our expertise in both
rapid mobilisation and excellent performance
in load and haul operations, Capital Mining is
well-positioned to achieve further contracts
thanks to our positioning as a trusted partner
for blue-chip customers at tier one assets.
Capital Mining
A fully flexible and complete mining
service which delivers additional
diversification to the Group by
moving further along the value chain.
Optimising pit to mill productivity, we
provide services that include load and
haul and crushing across developing
to fully operational mine sites.
EMPLOYED AT SUKARI
MINING CONTRACT
400
IVINDO CONTRACT HAS A TERM
OF UP TO 5 YEARS AND WILL GENERATE
~$30m per annum


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OPERATIONAL REVIEW CONTINUED
Multi-year growth strategy
In 2023, MSALABS once again achieved
remarkable revenue growth, with a 41%
increase to $38.4 million ($27.3 million in 2022).
This follows a substantial 74% year-on-year
increase in 2022. Providing a strong platform
for continued growth, 2023 saw expanding
global reach of MSALABS operations, a
growing client base, and strengthened ties
with Chrysos Corporation (“Chrysos”). Notably
in the year, MSALABS was awarded its largest
ever contract with NGM, with revenue of
~$140 million expected over the duration
of the contract.
Largest global distributor of
PhotonAssay™ technology
In July 2022, MSALABS announced an
expansion of its partnership with Chrysos to
deploy a total of 21 units across the globe by
2025. Through 2023, MSALABS continued to
successfully roll out the units and now has
the largest international network of Chrysos
PhotonAssay
TM
technology.
This revolutionary technology represents a
significant opportunity for MSALABS as major
mining companies increasingly embrace its
ability to deliver faster, more efficient results in
a more environmentally responsible manner.
In October 2023, MSALABS announced a global
partnership with Barrick and Chrysos to deliver
its PhotonAssay™ technology to Barrick mine
sites across four continents, adding to existing
units at Barrick’s Bulyanhulu and Kibali mines.
The partnership will commence with the
deployment of three MSALABS contracted
PhotonAssay™ units in Nevada, USA, with
the potential deployment of up to 10 more
PhotonAssay™ units to other Barrick projects
by the end of 2025.
Chrysos PhotonAssay™ –
revolutionising geochemical analysis
MSALABS has positioned itself as an early
adopter of Chrysos PhotonAssay™ technology.
The utilisation of X-ray technology in
PhotonAssay™ facilitates a true bulk analysis
of gold, silver and copper.
PhotonAssay™ has distinct advantages: it
delivers results within minutes while also
eliminating hazardous waste and minimising
emissions, offering a faster, more efficient
outcome, with a more environmentally
responsible process. The technology utilises
a larger 500g sample size, up to 10 times
more than traditional methods, ensuring
a more representative result. Its simplicity
in operation, reduces labour needs, and
minimises consumables. Furthermore,
process optimisation benefits, including non-
destructive sample analysis, automation, and
potential recovery improvements, highlight
its value as an advanced and efficient
analytical method.
Continued growth in traditional
geochemistry business
While PhotonAssay™ is the core to the growth
strategy, MSALABS continues to develop
its traditional geochemistry business.
MSALABS has been awarded a five-year
comprehensive laboratory services contract
with NGM, where it is set to operate three
Chrysos units as well as traditional fire assay
methods, complemented by extensive multi-
element assaying capabilities, all within a state-
of-the-art hybrid laboratory—the first
of its kind in the US.
This contract reflects not only the proven
advantages of the innovative PhotonAssay™
technology but also the trusted capabilities
of MSALABS across traditional fire assay
and multi-element analysis.
MSALABS
A global provider of innovative
geochemical laboratory services
for the exploration and mining
sector, and the largest distributor
of PhotonAssay™ technology.
Leveraging the latest techniques and
technologies, we facilitate accurate,
efficient, safe and environmentally
responsible analysis.
2023 REVENUE GROWTH
41%
2023 REVENUE
$38.4m
NEVADA GOLD MINES CONTRACT
EXPECTED TO YIELD
$140m


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OPERATIONAL REVIEW CONTINUED
A fundamental cornerstone of our
Group’s strategy
Since formally launching our Group
investment strategy in January 2019, we have
capitalised on the disparity between positive
macro fundamentals in the mining sector
and the restricted access to capital, particularly
for junior mining companies. We allocate
funding to these companies when deemed
appropriate, establishing partnerships that
have proven highly effective as a business
development tool.
Returns
To date, we have invested a net of ~$17.1 million
into this strategy with the portfolio growing
to $47.2 million at the end of 2023. Notably,
contracts from these investee customers
generated over $140 million in revenue since
2019, highlighting the effectiveness of this
element of our Group’s business model.
Concentrated portfolio
Our portfolio comprises predominantly listed
companies (representing $44.8 million at
year end), with a small weighting of unlisted
companies ($2.4 million at year end).
At 31 December 2023, the portfolio continued
to be focused on a select few key holdings,
with Predictive Discovery, Allied Gold and WIA
Gold accounting for the majority (~85%) of
our investments.
Investment strategy
Our investment activity is overseen by a
dedicated investment committee operating
with a defined mandate with investments
satisfying a number of criteria:
z Stand-alone investment case;
z Strategic alignment with Capital’s
operations; and
z Potential to gain commercial
services contracts through traditional
tendering process.
The potential for generating commercial
services contracts stems from the
establishment of alternative partnership
models with our clients, fostering long-term
relationships. Within this strategy, we have
deployed capital through various avenues:
z Early-stage property sourcing: Leveraging
our in-house geology and drilling
capabilities, we focus on early-stage
exploration properties, conducting our own
fieldwork. Subsequently, we seek out listed
entities to acquire these assets, receiving
equity in exchange; and
z Capital raising: We have provided financing
for early-stage mine acquisitions where
financing was less readily available.
Capital Investments
Comprising direct investments in
both publicly traded and private
companies, Capital Investments
constitutes an important element
of our business development
strategy, allowing us to leverage
our infrastructure, relationships and
expertise by investing in exploration
and mining companies which
are strategically aligned with our
broader operations.
PORTFOLIO VALUATION AT END 2023
$47.2m
INVESTEE CUSTOMERS
CONTRACTS WORTH
>$140m


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OPERATIONAL REVIEW CONTINUED
The Innovation Committee serves as a
structured incubator, analysing opportunities
and integrating them into the wider business
structure should they gain scale.
International Apprenticeship and
Competency Academy (IACA)
Partnering with IACA through a joint venture,
we deliver comprehensive and standardised
vocational training in Tanzania. We identify
scarce skills, prioritise upskilling and provide
training in line with international standards.
The obtained qualifications have global
recognition, improving labour quality and
enabling employee mobility.
Since its inception in June 2022, IACA has
delivered over 1,000 accredited Safety
Passports and conducted 120 Supervisor
Training Programmes for the Group,
as well as other specialised programmes.
In early 2024, we secured a partnership with
Engineering Construction Industry Training
Board (ECITB), obtaining an ECITB Global
Training Provider licence, thereby becoming
the only ECITB accreditation agency
in Tanzania.
WellForce International
We improve efficiency, productivity and
enhance the accuracy of drilling results with a
wide range of specialised and innovative tools
and software, both for internal use and external
client services.
Screening new technology in the
mining industry and adopting
successes into the broader business
Our innovation committee continuously
screens the latest technologies and
innovations in the mining industry, with a focus
on building new business opportunities and
enhancing operational efficiency
and sustainability.
This year, we implemented high-precision
drilling tools and technical support at the
Belinga and Reko Diq operations and have
been awarded a tooling supply contract with
PT Aneka which includes the supply of gyros
and survey cameras. Our clients also received
our latest Hit The Target (HiTT) software,
facilitating improved borehole planning and
real-time action to prevent missed targets and
costly redrills. The software’s unique ability is to
provide 3D visibility of the borehole’s progress
and if required, deliver a report with deviation
plans to realign the drill hole to target.
Mine Power Solution (MPS)
MPS is Capital’s 50:50 joint venture with
Enerwhere Limited to offer cost-effective
and rapidly deployable solar hybrid energy
solutions for our operations and clients, thereby
contributing to decarbonisation. Combining
Capital’s extensive sector experience and
Enerwhere’s expertise in hybrid and renewable
power, we design, build and operate advanced
solar hybrid microgrids to provide reliable
and clean power for remote and off-grid
applications. This year, our solar installation at
Capital’s Menankoto camp in Mali has achieved
more than a 30% reduction in fossil fuel usage
showcasing the success of our initiatives.
How we leverage innovation
While PhotonAssay™ is now a key feature of
our MSALABS business, it serves as a strong
example of how Capital Innovation operates
within the overall business:
z In July 2019, Capital acquired a controlling
interest in MSALABS.
z In 2021, Capital’s Innovation Committee
reviewed and analysed the revolutionary
Chrysos PhotonAssay™ technology and,
recognising its groundbreaking potential,
became an early adopter and distributor
through MSALABS, solidifying an initial
agreement to distribute six contracted
laboratory units.
z In 2022, MSALABS expanded its
relationship with Chrysos to distribute
an additional 15 units.
z In 2023, MSALABS has the largest
international network of the
revolutionary technology.
The Group has achieved considerable
growth through MSALABS, with revenues
of just ~$3 million in 2019 expected to
increase to over $80 million in 2025.
Capital Innovation
Capital Innovation provides the Group
with further diversification of service
offering which can contribute to
enhanced productivity, efficiency and
sustainability through screening and
adopting new technology relevant to
the mining industry.
NUMBER OF ACCREDITED SAFETY PASSPORTS
DELIVERED BY IACA SINCE JUNE 2022
1,000
SUPERVISOR TRAINING PROGRAMMES
CONDUCTED
120


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The portfolio remains concentrated around
key holdings including Predictive Discovery,
Allied Gold and WIA Gold. The total portfolio
was valued at $47.2 million at the end of 2023,
with a net investment to date of ~$17.1 million.
During the year we were net buyers with net
additions of $4.6 million.
Our cash capital expenditure rose slightly to
$47.9 million (2022: $48.5 million) as we funded
organic growth. This expenditure included
replacement rigs which are incorporated in our
sustaining capex guidance, as well as a newly
purchased mining fleet required to ramp up
our new earthmoving and crushing services
contract with Ivindo SA in Gabon. In addition,
the Group funded the continued expansion of
MSALABS with the deployment of a number
of commercial laboratories.
Through 2023 we took a number of steps to
improve our financial flexibility. In addition to
purchasing rigs through OEM financing, we
also increased our Macquarie asset backed
loan facility following the deployment of
mining equipment at Ivindo, which provided
$8.0 million of new liquidity. We have also
signed a $5 million facility with Caterpillar
Financial Services Corporation for the
acquisition of Caterpillar equipment or parts.
In addition we increased our revolving credit
facility from $25 million to $50 million.
CHIEF FINANCIAL OFFICER’S REVIEW
Another strong
year of growth
We achieved solid financial performance in 2023 and
took a number steps to enable further business growth
going forward.
Revenue increased by 10% to $318.4 million
(2022: $290.3 million). H2 revenue ($164.1
million) was 6% higher than H1 revenue ($154.3
million) primarily due to the continued ramp
up of MSALABS as well as commencement of
drilling and mining operations at Belinga and
Reko Diq.
Profitability of Group operations remained
robust with a year-on-year (YoY) Adjusted
EBITDA1 increase of 6% and a YoY EBIT
increase of 1%.
Our investment portfolio recorded a
$3.9 million mark-to-market gain reflected
in the Profit and Loss.
Rick Robson
Chief Financial Officer


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Statement of comprehensive income
2023 2022
Revenue ($m) $318.4m $290.3m
Adjusted EBITDA
1
$91.8m $86.4m
Adjusted EBITDA
Margin
1
28.8% 29.8%
PBT $50.3m $32.6m
NPAT $38.5m $22.7m
Basic EPS (cents) 19.1 cents 11.1 cents
Diluted EPS (cents) 18.8 cents 10.7 cents
As part of this upsize, Capital has formed a new
banking relationship with one of the premier
lenders in Africa, Nedbank Limited, which is
co-lending this facility with the previous sole
RCF lender Standard Bank Limited.
Adjusted cash generated from operations1
was notably 21% higher YoY at $84.3 million
(2022: $69.8 million) due to the ramp up of new
contract wins as well as effective management
of working capital. Closing cash was $34.4
million (2022: $28.4 million) with net debt of
$69.8 million (2022: $47.2 million).
The business remains very robust and is a
testament to our tier one customer base
and long-term mine site contracts which
reduces the volatility of earnings. Nevertheless,
we have evaluated a downside scenario to
assess the aggregate effect of the reasonable
downside short term risks to going concern
and demonstrated that the business is robust
to scenarios far worse than experienced or
expected. Refer to Note 1.3 of the Financial
Statements section for further detail.
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
Average rig utilisation remained at healthy
levels of 73% (2022: 79%). This utilisation is
near our target level, allowing us to mobilise
quickly to new projects and also operate an
effective maintenance strategy, key to ensuring
we provide a high quality of service. Average
revenue per operating rig (ARPOR) per month
increased on the prior year to $186,000
(2022: $180,000).
Non-drilling revenues saw another notable
increase in contribution to Group revenues in
2023, driven both by the ramp up of the Ivindo
mining and earth moving contract as well as
the continued expansion of MSALABS. 2023
contribution to revenue from non-drilling
services was 33% in 2023 (2022 28%).
EBITDA (adjusted for IFRS 16 leases) increased
6.3% to $91.8 million delivering a 28.8% margin
(2022: $86.4 million/29.8%). Margins remained
robust despite higher administration expenses
of $46.9 million (2022: $44.3 million). The
increase in administration costs was mainly
driven by a $3.5 million increase in employee
costs as we lay the foundation in the Group for
further growth, but also include an expected
credit loss provision of $1.7 million (2022:
$3.0 million).
EBIT increased 1.0% to $60.3 million (2022: $59.7
million) delivering a 18.9% margin (2022: 20.6%).
Profit Before Tax (PBT) increased by 54.3%
to $50.3 million (2023: $32.6 million) however
this was primarily impacted by the non-cash
investment gain of $3.9 million (2022: $19.8
million loss).
Net Profit After Tax (NPAT) increased 69.6%
to $38.5 million (2022: $22.7 million) again
impacted by the non-cash investment gains
of our equity investments. Adjusted net profit
(excluding the impact of these investments)
was $35.5 million in 2023 down 16.5% YoY
(2022: $42.5 million).
The Effective Tax Rate (ETR) for 2023 was 23.5%
(2022: 30.2%). The reduction in ETR in 2023
is primarily due to an unrealised increase in
fair value of the Group’s investment portfolio
compared to the significant decrease in
2022, coupled with the growth in lower tax
jurisdictions during the year. Excluding the
impact of these investments, our ETR in 2023
was 24.9%, up from 18.8% in 2022.
The Basic Earnings Per Share (EPS) for the year
increased 72.4% to 19.1 cents (2022: 11.1 cents),
although this is largely due mark-to-market
gains on the investment portfolio outweighing
the increase in weighted average number of
ordinary shares. Excluding the impact of the
investment portfolio, the Basic EPS (adjusted)
decreased by 18.5% to 17.5 cents (2022: 21.5
cents). The weighted average number
of ordinary shares used in the Basic EPS
calculation was 192,451,358 (2022: 189,653,369).
1 Adjusted EBITDA and Adjusted cash generated from operations excludes the fair value gains/losses on investments and includes the cash cost of the IFRS 16 leases
Statement of financial position
2023 2022
Non-current assets $250.0m $199.0m
Current assets $217.7m $187.8m
Total assets $467.7m $386.8m
Non-current liabilities $98.7m $70.5m
Current liabilities $95.9m $77.4m
Total liabilities $194.6m $147.9m
Shareholders equity
1
$273.1m $238.9m
Non-current assets increased by 26% YoY to
$250.0 million (2022: $199.0 million) reflecting
a net investment in the fleet in addition to a
78% YoY increase in the right-of-use asset base
to $29.7 million (2022: $16.7 million) primarily
in connection with the roll out of Chrysos
PhotonAssay™ units in MSALABS.
Current assets increased to $217.7 million
(2022: $187.8 million) as a result of a 15.9% YoY
increase in the fair value of the investment
portfolio alongside a 21.1% increase in cash
and cash equivalents, and a 19.3% increase in
trade receivables. Cash and cash equivalents
increased by $6.0 million to $34.4 million
(2022: 28.4 million) Investments held of $47.2
million (2022: $38.7 million) are the fair value
of the equity investment portfolio. Trade
receivables also increased by 19.3% to $49.6
million (FY 2022: $41.5 million) following the
award of new contracts.


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Non-current liabilities of $98.7 million (2022:
$70.5 million) includes $75.5 million of
long-term loans (net of unamortised debt
costs) (2022: $56.9 million). Total long-term
debt includes $45.0 million of the renewed
Revolving Credit Facility, a $31.7 million asset
backed facility with Macquarie and OEM
financing direct through Epiroc, Caterpillar and
Sandvik. The balance of the increase in non-
current liabilities relates to the lease liabilities
associated with new Chrysos PhotonAssay
TM
units added in the year.
Current liabilities consisted of trade and other
payables of $50.7 million (2022: $43.5 million),
the current portion of long-term liabilities of
$27.1 million (2022: $18.0 million), provisions of
$0.5 million (2022: $2.6 million) and tax liabilities
of $9.3 million (2022: $9.1 million).
Statement of changes in equity
2023 2022
Opening equity $238.9m $222.9m
Share based payments $3.5m $2.8m
Total comprehensive
income $38.5m $22.7m
Dividends paid $(7.6)m $(7.1)m
NCI ex business
combination $(0.2)m
Closing equity $273.1m $238.9m
As at 31 December 2023, total equity increased
by 14.3% driven primarily by net profit for the
year of $38.5 million. The Group distributed
dividends of $7.6 million (2022: $7.1 million) to
shareholders. There was no share buyback
undertaken by the Group in 2023.
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
Net cash from operating activities reflects the
strong performance of the operations with
cash generated of $92.5 million (2022: $73.5
million), an increase of 26% year-on-year, offset
in part by higher finance costs.
We continued to invest through 2023 to fund
the replenishment of the rig fleet as well as
the expansion of MSALABS, in addition to
increasing the investing cash flow year-on-year.
The upsizing of the Macquarie asset backed
loan facility and revolving credit facility as well
as new facilities with OEM suppliers provided
new funds of $11.3 million, net of overall loan
amortisation in 2023.
Despite this, financing activities in 2023 led
to a cash outflow of $3.9 million primarily
as a result of lease payments and the
dividend cash payment of $7.6 million
(2022: $7.1 million).
Rick Robson
Chief Financial Officer
Statement of cash flows
2023 2022
Net cash from
operating activities $69.2m $55.8m
Net cash used in
investing activities $(59.5)m $(47.5)m
Net cash generated/
(used in) from
financing activities $(3.9)m $(9.1)m
Net (decrease)/increase
in cash and
cash equivalents $5.7m $(0.8)m
Opening cash and cash
equivalents $28.4m $30.6m
Translation of foreign
currency cash $0.2m $(1.4)m
Closing cash and cash
equivalents
$34.4m $28.4m
Reconciliation of net cash (debt) position
2023 2022
Net (debt)/ cash at the
beginning of the year $(47.2)m $(31.9)m
Net (decrease)/increase
in cash and cash
equivalents $5.7m $(0.8)m
(Increase) in loans and
borrowings $(27.7)m $(13.1)m
Translation of foreign
currency cash $0.2m $(1.4)m
Net (debt) / cash at the
end of the year
$(69.8)m $(47.2)m


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PRINCIPAL RISKS
Enterprise risk management
(ERM) framework
The Board maintains the view that effective ERM is vital
to the achievement of the Groups strategic objectives.
During 2023, following the appointment of
Peter Stokes as CEO and as part of an ongoing
programme of continuous improvement,
the Group’s existing ERM framework
was refreshed.
The updated ERM Framework includes a
Board approved Policy and Standard as well as
risk management tools such as the Risk and
Control Matrix (RACM) and Risk Rating Matrix.
The framework will continue to be reviewed
on at least an annual basis by the Audit and
Risk Committee.
The structure of the ERM Framework
continues to be guided by the international
standard on risk management, ISO 31000,
and is a core component of Capital’s corporate
governance framework and applies to all
parts of business (entities and activities)
without exception.
Approach to risk management
Risk is inherent in our business and can
manifest in many forms. Capital is committed
to effective risk management to best achieve
its business objectives.
The identification, management and reporting
of risk uses formal risk management processes
to improve decision-making and minimise
the impact of an event occurring that may
influence our corporate strategy, as well as
operational and project activities.
By understanding and managing risk, we
believe we provide greater certainty and
confidence for our shareholders, employees,
customers, suppliers, and for the communities
in which we operate.
Our risk management approach includes:
z Establishing a standard approach to the
management of risk and to the acceptable
levels of risk throughout the business.
z Establishing a consistent process and
methodology for identifying, assessing,
and ranking risks in conducting our
business activities.
z Ensuring compliance with applicable laws,
regulations and governance standards in all
areas of our operations.
z Regularly monitoring our major areas of risk
exposure and setting requirements for our
personnel to proactively identify risk.
z Responsibility and accountability for risk
management is allocated at all levels of the
organisation, from frontline employees up
to the Board level.
Accountability
In accordance with its charter, the Board is
required to establish a framework of prudent
and effective controls to assess and manage
risk and to determine the nature and extent
of the significant risks.
In this context, the table on the following page
sets out the three categories of risk used within
the ERM Framework as well as identifying who
has both overall responsibility and day-to-day
accountability for managing risks in each area.
Responsibility and accountability for risk management
Category Primary cause
Overall
responsibility
Day-to-day
accountability
Corporate
Strategic
Events that are external or that
effect the viability of the whole
organisation
Board/CEO Appropriate member(s) of
the Executive team
Operational Inherent in the ongoing
activities of the Company
These are the risks associated
with the day-to-day operational
performance of the business
Chief Operating
Officer /
Divisional CEO
Individual with direct
responsibility for the area
that gives rise to the risk
Project Uncertainty associated with
the delivery of at least one key
project objective
Appropriate
member(s) of the
Executive team
Project Manager


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PRINCIPAL RISKS CONTINUED
1
General reduction in levels of
activity across the mining industry
Risk Description (Corporate Strategic)
The Group is highly dependent on the levels of mineral
exploration, development and production activity within the
markets in which it operates.
A reduction in these activities, or in the budgeted expenditure
of mining and mineral exploration companies, will cause a
decline in the demand for mining services.
Our Response
The Group is seeking to balance this risk by building a portfolio
of long-term mine-site contracts, expanding its services
offering into mine-site based activities such as load and
haul mining, and also expanding both its client base and
geographic reach.
The Group’s operations are generally focused on mine sites,
with limited exposure to exploration-only activities which can
be more volatile.
Capital has strong existing relationships with our clients at both
executive and operational levels which helps ensure that the
Group is aware of and prepared for potential changes and well
placed to identify new opportunities as they arise with our key
business partners.
The Group’s strategic focus is on blue-chip, high-quality clients
with long term project commitments that are inherently less
susceptible to industry fluctuations.
2
Enterprise Resource Planning
(ERP) system failure
Risk Description (Project)
The Group’s existing ERP system is monitored and
supported by internal technical staff as it is no longer
maintained by the publisher, SAGE.
The system requires regular downtime for routine
maintenance during which time the system is
unavailable to support the business.
Our Response
Capital’s staff are experienced in maintaining the current
ERP which minimises system downtime.
The implementation of a new, modern ERP system,
Microsoft Dynamics, is well progressed and expected to
replace the existing system during 2024.
3
Risk to cash
repatriation
Risk Description (Operational)
Restrictive currency controls in certain
operating jurisdictions can impact the
Group’s ability to repatriate cash.
Our Response
The Group maintains multiple bank
accounts in jurisdictions where cash
repatriation can prove challenging,
which can provide greater access to
foreign currency payments.
The Group maintains strong relations
with its key transactional banking
partners and any new country entry
process includes specific due diligence
requirements relating to the operation
of the banking system.
Link to strategy – Partnerships Link to strategy – Growth Link to strategy – Capital Efficiency
4
Risk of key contract
termination
Risk Description (Operational)
Some contracts can be terminated
for convenience by the client without
penalty.
Our Response
Key contracts include agreed notice
periods as well as demobilisation and/
or termination fees where a contract
is terminated for reasons beyond the
Group’s control.
Contract renewal negotiations are
commenced well in advance of the
expiry of fixed term contracts.
Strong client relationships help the
Group to better understand the
needs of our clients and partner
with them to continue to meet their
current and future needs.
Link to strategy – Partnerships
Our top ranked risks are listed below and are those risks that are assessed as having a residual risk rating of high or above within Capital’s ERM Framework.


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PRINCIPAL RISKS CONTINUED
5
Decline in mine-site
production levels
Risk Description (Operational)
A significant proportion of the Group’s
revenue is derived from producing
mines which carry their own risks
and can be subject to, for example,
unforeseen changes in mine plans due
to geological or technical challenges,
changes to a client’s operational budget
or broader strategic objectives and
changes in global commodity prices.
Our Response
The producing mines which account for
a significant proportion of the Group’s
revenue tend to have long-term mine
plans and well understood geology.
Many contracts include fixed fee
elements which help mitigate
the revenue impact of short-term
reductions in activity levels.
The Group focuses on ensuring
operational excellence and seeks
continuous improvement to increase
our overall value proposition as a
strategic partner for our clients.
6
Deterioration in health
and safety record
Risk Description (Operational)
The Group’s operations are subject to
various health and safety risks associated
with drilling and mining including, in the
case of individuals, personal injury and
potential loss of life; and, in the Group’s
case, interruption or suspension of site
operations due to unsafe operations.
Our Response
Health and Safety is an absolute priority
for the Group.
Overseen by the Board, the HSSE
Committee, the CEO and senior
management team provide strategic
leadership in this area and lead a
programme of open and honest
communication with employees at all
levels and in all areas of the business.
An overview of Capital’s approach to
safety is included on page 35. Some of the
Group’s safety initiatives, including those
around training and monitoring as well
as the innovative Safety Risk Leadership
Walk, are detailed on our website and have
contributed to safety milestones such as
15 years LTI free at our Mwanza facility.
7
Over exposure to one
commodity sector
Risk Description (Operational)
Gold is an important commodity that
contributes significantly to the Group’s
order book and tender pipeline.
Price and demand fluctuations in
this single commodity could have
a material impact on Capital’s
financial performance.
Our Response
The Group seeks to secure long term
contracts with blue-chip clients
(see, for example, 2023 contract
announcements relating to Barrick
(Nevada Gold Mines), Fortescue Metals
(Ivindo Iron).
The Group’s exposure to other
commodities has increased and Capital
continues to actively seek opportunities
with a focus on transition materials
(e.g. the Reko Diq copper/gold project).
Link to strategy – Partnerships
Link to strategy – GrowthLink to strategy – Partnerships
8
Reduction in value of equity investment
portfolio
Risk Description (Project)
Through Capital Investments, the Group holds investments in a portfolio
of both publicly traded and private companies.
The accounting value of these investments is marked to market at each
reporting date and the fair value adjustment is accordingly recorded
in the profit and loss account as an unrealised gain or loss. The value of
the investments will change and could materially alter both the Group’s
reported net assets and net profit position.
Our Response
By diversifying its holding into a portfolio of investments in various
companies, the Group aims to mitigate the risk from a significant
devaluation of a single investment holding.
Following the listing of Allied Gold Corporation during 2023, the Group’s
investment in private companies is considered immaterial.
We maintain a robust governance structure for this portfolio, with the
Group’s Investment Committee being required to include at least one
Independent Non-Executive Director. The committee actively monitors
existing investments for performance and ongoing strategic alignment.
New investments are required to satisfy a number of criteria.
In the event the fair value of investments gives rise to an unrealised loss,
while this would affect the Company’s net assets and profitability, it would
not affect cashflow or give rise to any going concern implications.
Link to strategy – Capital Efficiency


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PRINCIPAL RISKS CONTINUED
9
Geographical risk
Risk Description (Corporate Strategic)
The Group operates in a number of jurisdictions where
social unrest and resulting economic turbulence are
common, both of which have the ability to significantly
disrupt operations and threaten safety and security of
Capital’s assets and personnel.
Our Response
The Group is seeking to continue to diversify its
operations geographically including, for example,
recent significant new contracts in North America.
The Group has considerable practical experience in
operating successfully in many jurisdictions and plans
are in place to secure the safety of personnel in the
event of significant security issues.
Safety and security are key considerations in the
Group’s due diligence processes when considering
entry into new jurisdictions or significant additional
investment into existing jurisdictions. Depending
on the findings of the due diligence process, Board
approval may be required in order to proceed.
10
Limited access to new funding
sources
Risk Description (Corporate Strategic)
Inability to access bank debt and/or inability to access
equity capital from the market.
Debt facilities not available in time to support the
ongoing growth of the business.
Our Response
Capital is focused on capital efficiency and maintaining
balance sheet flexibility. The Group prioritises building
and maintaining strong relationships with banks as
well as our existing OEM finance providers such as CAT,
Sandvik and Epiroc.
During the year, the Group successfully expanded its
portfolio of bank lenders to include Nedbank, one of
Africa’s premier banks. The increase in the revolving
credit facility from $25 million to $50 million provides
additional balance sheet flexibility to deliver on future
growth opportunities.
Senior management continues to engage regularly
with shareholders – see further detail on page 64.
Link to strategy – Growth Link to strategy – Capital Efficiency
11
Energy transition
Risk Description (Corporate Strategic)
Capital is subject to both risks and opportunities associated with the global
energy transition and climate change. Traditional diesel-powered mining
equipment will be replaced by more energy efficient, low-carbon alternatives.
Increasing production in the battery minerals sector is critical to support the
global transition to lower carbon technologies and slow adoption of these new
technologies may represent a risk to the Group’s overall growth strategy.
Our Response
The Group continuously assesses developments in low-carbon technology
and how these developments can be appropriately introduced into our
operating model and existing fleet. Senior management are in regular
contact with OEM manufacturers.
The Executive Leadership Team (ELT) members have significant experience
and knowledge in their operational field and maintain a strong awareness of
industry developments.
Recognising the importance of seeking low-carbon alternatives to meet client
requirements, electric underground rigs are already in use by the Group in
Tanzania and a number of electric vehicles have been acquired for use as
support vehicles in the Group’s Nevada operations.
Growth in demand for battery minerals has already provided new contracts
and represents a further growth and diversification opportunity for the Group.
We are harnessing other energy transition opportunities, which include our
joint venture with Enerwhere – Mine Power Solutions, which provides modular
solar hybrid power systems to the mining sector.
See further detail on climate change on page 39.
Link to strategy – Growth


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VIABILITY STATEMENT
The UK Corporate Governance Code requires
that the Directors assess the viability of the
Group over an appropriate period of time
selected by them. The Board has concluded
that currently the most relevant time period
for this assessment is the three-year period
ending December 2026, reflecting the period
covered by our strategic plan, length of major
contracts and aligned with the principal
financing facilities which are due for renewal
until March 2026.
This assessment is carried out annually
before the approval of the annual Financial
Statements and informed by continuous
business planning processes conducted
throughout the year. The review of the Group’s
viability is led by the Executive Directors
and involves all relevant functions including
operations, finance, treasury and risk. The
Board actively participates in the annual
review process by means of structured Board
meetings. As part of this review, the Board
considered detailed forecasts in respect of
liquidity and the covenants related to the
Group’s banking facilities and the principal
risks of the Group.
Capital structure
During the year, the Group upsized its revolving
credit facility by $25 million, with Nedbank
Limited now co-lending alongside Standard
Bank, and increased the Macquarie facility by
$8 million, following the deployment of the
new mining kit at Ivindo. The Group closed the
financial year with a net debt position of $69.8
million (2022: $47.2 million). Both the revolving
credit facility and the asset backed loan facility
have the following financial covenants: interest
cover; debt-equity ratio; gross debt to EBITDA
and tangible net worth (borrower).
The revolving credit facility is not due for
renewal until March 2026.
The activities of the Group, together with the
factors likely to affect its future development,
performance, the financial position of the
Group, its cash flows, liquidity position and
borrowing facilities are described in pages 08
to 26.
Steady operations
Revenue for the year reached $318.4 million
(2022: $290.3 million), marginally below 2023
guidance ($320 – $340 million). Our drilling
business had another strong year in 2023, both
in terms of growth and also in strengthening
and repositioning its contract portfolio. As set
out earlier, the Group saw new contracts wins
on non-gold projects with Barrick’s Reko Diq
(copper) and FMG’s Ivindo (iron ore).
Additionally, the Group secured its second
mining contract, expanding its service offering
to include crushing services in Gabon.
The MSALABS business continues to grow (41%
growth in revenue in 2023) with the roll out
of more Chrysos PhotonAssay
TM
units during
the year in Africa and Canada, and further
deployments due through 2024 and 2025.
Risks and stress tests
The Directors have carried out a robust
assessment of the emerging and principal
risks facing the Group over the coming three
years, including those that would threaten its
business model, future performance, solvency
or liquidity. These risks and the ways they are
being managed and mitigated by a wide
range of actions are summarised on pages 28
to 30.
For the purpose of assessing the Group’s
viability, the Board focused its attention on
the Group’s principal risks. In order to
determine those risks, the Board assessed
Group-wide principal strategic, operational
and project risks by undertaking consultations
with senior management.
Through this analysis, the Board also identified
low probability, high loss scenarios – “singular
events” – with the potential magnitude to
severely impact the solvency and/or liquidity of
the Group. The scenarios tested considered the
Group’s revenue, underlying EBITDA, cashflows
and covenant ratios, and included:
A 50% decrease in rig utilisation back to
historic lows throughout the period to
December 2026
A 100% decrease in Capital Mining
throughout the period to December 2026
Non-renewal of key contracts
Under the base case as well as all the scenarios
described above, the forecasts indicate that
the Group will be able to operate within the
covenants set out in the respective financing
agreements while also maintaining sufficient
liquidity up to the December 2026 by
implementing several mitigating measures
such as reduction in inventories and capital
expenditure, renegotiation of creditor terms
and decrease in dividend pay-out.
The Group’s base case and all of the sensitised
cases do not project any breaches of the
covenants and indicate that it would be
able to settle the outstanding loans, with
the expectation that capital expenditure will
decrease from 2025 (down to sustaining
spend only).
Conclusion
Based on the results of this analysis, the
Directors believe that the Group is well placed
to manage its business risks successfully as the
market conditions continue to improve. The
Directors have a reasonable expectation that
the Group will be able to continue in operation
and meet its liabilities as they fall due over the
three-year period of their assessment.
CAUTIONARY STATEMENT
This Strategic Report, which comprises
the Executive Chair’s Statement, the Chief
Executive Officer’s Statement and the Chief
Financial Officer’s Review, has been prepared
solely to provide additional information to
shareholders to assess the Group’s strategies
and the potential for those strategies
to succeed.
The Strategic Report contains certain forward-
looking statements. These statements are
made by the Directors in good faith based on
the information available to them up to the
time of their approval of this report and such
statements should be treated with caution due
to the inherent uncertainties, including both
economic and business risk factors, underlying
any such forward-looking information.
By order of the Board.
Rick Robson
Chief Financial Officer
14 March 2024


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33 Capital’s Approach to Sustainability
40 TCFD Report
Capital is committed to upholding ethical
and responsible practices throughout the
Company and our supply chain, prioritising
the safety, health and development of
our people, conducting business in an
environmentally responsible manner, and
contributing to sustainable development
in the host countries and communities
in which we operate.


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CAPITAL’S APPROACH TO SUSTAINABILITY
Our responsibilities
always matter
“We have always taken sustainability seriously at Capital, with a firm
focus on maintaining our excellent safety record and a commitment
to training and developing our people as well as to employing locally.
We look to provide long-term socio-economic benefits for our
countries and communities in which we operate and concentrate
on responsible environmental management, recognising our
responsibility to respond to climate related risks and opportunities.
Our governance framework, underpinned by a comprehensive set of
policies, is designed to provide the requisite oversight of sustainability
management throughout the business, and our daily behaviour is
informed by our purpose, culture and values.
Cassie Boggs
Chair of the Sustainability Committee
Our sustainability governance
framework
Capital’s Board is ultimately responsible
for overseeing sustainability and
is supported by the Sustainability
and Health, Safety, Social and
Environmental (HSSE) Committees.
The Board delegates responsibility
for sustainability management to the
Executive Leadership Team (ELT).
See further details in the committee
reports on pages 75 and 87
respectively.


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Health
and safety
Occupational
health and
safety
Responsible business
Corporate governance and
business ethics
Our people
Local and responsible employment;
Training and development
Environmental stewardship
Climate, emissions and energy efficiency
Contributing to society
Socio-economic value creation
Sustainable resource lifecycle
High quality , sustainable services and solution;
Innovation
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CAPITAL’S APPROACH TO SUSTAINABILITY CONTINUED
Capital is committed to upholding ethical
and responsible practices throughout the
Company and our supply chain, prioritising the
safety, health and development of our people
and local communities, conducting business
in an environmentally responsible manner,
and contributing to long-term value and
sustainable socio-economic development in
the host countries and communities in which
we operate.
Our approach to sustainability is encompassed
in our vision: “To be regarded as the most
dynamic provider of exploration and mining
services in the sector, offering comprehensive
solutions that are safe, compliant and
sustainable.”
In order to ensure that we are concentrating
and reporting on our most material issues, we
conducted a materiality assessment in 2023,
which took account of the impacts of Capital’s
activities on the economy, environment and
people, including impacts on people’s human
rights, as well as the sustainability issues that
have the potential to affect the Company’s
ability to create value (i.e. financial materiality).
For the purposes of sustainability our definition
of materiality aligns with the new GRI double
materiality guidance and considers both
the impact of our activities on sustainability
aspects such as climate change, and the
impact of those aspects on our business, both
from an impact or societal perspective, as
well as a financial perspective. The outcomes
defined the strategic priorities and provided
refinement to our existing frameworks.
The following topics were identified as part
of this process:
1. Occupational health and safety
2. High quality, sustainable services, and
solutions
3. Corporate governance and business ethics
4. Climate, emissions, and energy efficiency
5. Local and responsible employment; training
and development
6. Socio-economic value creation
7. Innovation
Demonstrating our commitment to
enhancing transparency around our
sustainability approach, we will be publishing
a dedicated Sustainability Report for 2023.
The Sustainability Report will provide relevant
reporting requirements along with a more
in depth assessment of our performance,
drawing on site-specific examples
where possible.


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Targeting zero harm across
the Group, our robust
approach to health and
safety is fundamental to
our ability to provide our
clients with an excellent
service and, as such, our
safety leadership culture
starts at the top. We take
a proactive approach to
safety management and
continually strive for a better,
safer and more efficient
working environment.”
Peter Stokes, Chief Executive
TRIFR1 of
0.75
LTI free for 7 years for our
operations at North Mara
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CAPITAL’S APPROACH TO SUSTAINABILITY CONTINUED
2023 TRIFR chart
1 Per 1,000,000 hours worked.
Health and safety
Safety is of critical importance to both the
Company and our customers. Our activities are
subject to various risks associated with mining
operations. Capital has maintained a strong
safety track record which is a fundamental
requirement for our business.
Our overarching objective is to create and
sustain an incident free, safe, and healthy work
environment for everybody in our workplace
and the communities where we operate. As
such our Health, Safety, and Environment
(HSE) management system is ISO 45001
and ISO 9001 compliant and is designed to
reduce risks to as low as reasonably possible.
This includes applying new technology and
the hierarchy of controls to eliminate risk
and creating management plans and safe
work procedures to control risks and hazards
associated with work being performed. Capital
has a Health, Safety and Wellbeing Policy
which applies across all Capital activities and
to all Directors, employees and any third-party
workers, sub-contractors, business partners
or visitors, and is available on the website
here: www.capdrill.com/investors/corporate-
governance. Along with our management
systems, we have numerous safety initiatives,
training programmes, policies and procedures
designed to ensure all our employees have the
knowledge to conduct their work safely and
to address risks in our business. Onsite safety is
reinforced at the start of every shift during our
toolbox meetings.
The Board delegates responsibility through
the Health and Safety Committee, to the
Group Health & Safety Manager, and the ELT.
This delegation continues to all levels of the
organisation providing visible safety leadership
and actively supporting a culture of zero harm.
Capital recorded another year of strong safety
performance in 2023, remaining lost time
injury (LTI) free across thirteen sites during
the year – six of which have been LTI free for
three years or more. Our total recordable
injury frequency rate (TRIFR) was 0.75 (2022:
1.23) per 1 million hours worked with over
11.9 million hours worked in 2023 (2022: 10.6
million hours).
Safety monitoring is a crucial element of our
approach. Site safety dashboards monitor the
safety performance of individual operational
sites enabling tracking against targets, trend
identification and implementation of pre-
emptive corrective actions.
Health and Safety statistics and incident
reports are monitored throughout our projects
and the various management structures of
the Group, including the HSSE Committee.
Where necessary policies and procedures
are updated to reflect developments and
improvement needs.
Capital’s employees have access to medical
and health services through an “International
SOS” app as well as through various local
providers, depending on their region
of operation.
We undertake pre-employment medical
examinations as well as annual check-ups
for our employees, in addition to any specific
customer requirements for people working
on their sites. In additional to occupational
health services, Capital has programmes to
address non-occupational diseases, such as
malaria. We also conduct health awareness
campaigns which cover issues such as fatigue
management, personal hygiene, soft tissue
injury management and typhoid awareness.
Certain site locations also offer exercise and
recreational activities to support the health
and wellbeing of our employees.
1.2
1.0
0.8
0.6
0.4
0.2
0
JAN 23
FEB 23
MAR 23
APR 23
MAY 23
JUN 23
JUL 23
AUG 23
SEP 23
OCT 23
NOV 23
DEC 23
KPI TRIFR


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Partnering with Eprioc to address emissions
Capital’s large drilling fleet constitutes the most significant source of scope 1 emissions for
the Group and therefore, we are partnering with Epiroc to field test the innovative SmartROC
D65 BE, a battery-electric surface drill rig for the mining and construction industry, at Sukari in
Egypt (where we have a broad fleet of Epiroc drill rigs).
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CAPITAL’S APPROACH TO SUSTAINABILITY CONTINUED
See Capital Innovation on page 23
for further detail
Corporate governance and
business ethics
Capital is committed to maintaining
the highest standards of integrity and
accountability across all our business activities,
led by our Code of Business Conduct, which
provide clear guidance on (amongst other
things) ethical behaviour, transparency,
respecting human rights and complying with
applicable international and local laws and
regulations. We acknowledge that winning
tenders and delivering successful projects
for our customers is dependent on the way
in which we behave, and as such taking a
responsible approach to business is crucial
in building stakeholder trust, which in turn
supports our social licence to operate.
In addition to our Code of Business Conduct,
we have the following key corporate policies:
z Antislavery and human trafficking
z Anti-bribery and corruption
z Climate change statement
z Sustainability
z Environmental
z Health, safety, and wellbeing
z Human rights
z Social responsibility
z Whistleblowing
We recognise that potential human rights
risks exist within our industry and our broader
supply chain, which tend to be labour intensive.
Capital’s Human Rights Policy sets out our
commitment to respect the human rights of
our workforce, affected communities and the
rights of all individuals with whom we interact.
As a key part of this, we support the Universal
Declaration of Human Rights and the United
Nations’ Guiding Principles on Business and
Human Rights. We recognise and support
the International Labour Organisation’s core
labour standards.
Capital maintains a zero-tolerance approach
to bribery and corruption. We are committed
to acting professionally, fairly and with integrity
in all our business dealings and relationships
wherever we operate and implementing and
enforcing effective systems to counter bribery
and corruption, including our Anti-Bribery
and Corruption Policy.
Sustainable Resource Lifecycle
Delivering value for our customers is central
to our ability to differentiate ourselves from
peers and to drive the long-term success of
the business. Through our positioning as an
integrated, end-to-end service and solution
provider, Capital is well positioned to address
a number of sustainability-related challenges
faced by our clients in the mining industry
through our expertise and commitment to
innovation. Supporting some of the world’s
leading mining companies at their tier one
assets, we believe this presents significant
opportunities for us.
Fostering trusted, long-term partnerships
with our customers is central to our strategy.
We have proudly built a reputation for best-
in-class execution, driven by a crucial focus on
premium equipment, our people and training,
and excellent standards and safety. Capital
prioritises collaboration, working with our
customers to ensure we fully understand their
requirements and can fulfil their business, and
sustainability objectives. We are committed to
innovation and look to provide informed, clearly
defined solutions and services, underpinned
by in-depth experience.
One of Capital’s core values is excellence –
compelling us to be responsive, innovative
and entrepreneurial, taking ownership and
always striving for the best outcomes. By
focusing on innovation and working alongside
world leading equipment manufacturers, we
believe we can provide our customers with
the services and solutions they need to meet
their own sustainability goals. We constantly
review new technologies to assess alignment
with the needs of our customers, with the aim
of developing and enhancing their operations
through the implementation of new,
innovative technology.
Capital’s policies are available on the
website: www.capdrill.com/investors/
corporate-governance


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CAPITAL’S APPROACH TO SUSTAINABILITY CONTINUED
Our people
At Capital, our employees are the driving
force behind our continued growth and we
are committed to a responsible approach
to employment, focusing on fair treatment
and creating an environment that fosters the
development and flourishing of our people.
Emphasising a dedication to the communities
we serve, we prioritise local employment
and training opportunities, with 92% of our
workforce hailing from their respective
countries of operation. Recognising our
employees as a fundamental strength of our
business, we have a rich history of providing
professional development and training across
all locations. Our wide range of programmes
and initiatives is accessible to all employees,
contributing to the core strength of
our organisation.
A notable initiative is our joint venture
partnership, the International Apprenticeship
and Competency Academy (IACA), in Tanzania.
This collaboration enables the company to
deliver standardised UK Accredited training,
development, and skills transfer to our team
and the broader industry across Africa.
We value diversity and inclusion, and Capital
is dedicated to eradicating harassment
and discrimination on all grounds. Our
commitment to unity as a core value
guides our inclusive, global team approach.
To overcome cultural barriers, we’ve
implemented local initiatives to attract female
talent into operational site-based roles, by
hiring local women at Sukari, Jabal Sayid and
Reko Diq in collaboration with government
labour organisations.
Looking ahead to 2024, we aim to build on
this momentum, laying foundations to hire
more women in site-based roles, including
ongoing efforts at Sukari to create female
accommodation and hygiene facilities.
While making strides in increasing female
representation within the Group, Capital
recognises the ongoing challenges in the
mining industry, particularly concerning
diversity and inclusion. We acknowledge
that there is still a journey ahead and remain
committed to continual progress.
Capital has achieved greater representation
of women in our workforce in 2023 against
a backdrop of increasing overall headcount,
reaching 7.7% (2022: 6.2%). This increases
strongly to 35% across the Group’s support
function (i.e. Finance, HR, IT and Enterprise
Resource Planning (ERP) teams). 25% of
Capital’s Board of Directors are female.
Nearly 40% of the current female workforce
has been added during 2023, demonstrating
Capital’s drive to broaden diversity and the
success of the initiatives implemented.
CAPITAL EMPLOYEES
2,739
MEN
92.3%
WOMEN
7.7%
WOMEN ON BOARD
25%


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Socio-economic value creation
We recognise our local communities as critical
partners when it comes to the viability and
long-term sustainability of our operations,
providing us not only with a talented workforce
but our social licence to operate. Respect for
the communities in which we operate is a core
value for Capital.
We strive to create socio-economic value
through local employment, skills transfer
and development, local procurement, the
fair and transparent payment of taxes and
community investment.
We live in the countries in which we work
and therefore prioritise integration into
our local communities. Our approach to
community relations is founded upon an
open, transparent, and responsible approach
to stakeholder engagement. Therefore, we
have a dedicated Community Officer in Marsa
Alam to foster strong relationships with the
communities nearest our operations and have
open channels of communication with our
local and national governmental departments.
Providing community support, skills transfer
and development opportunities has always
been an important focus for Capital.
Through the development of our community
management programme, we identify
appropriate initiatives for sponsorship or
funding. This programme involves a dedicated
team which rigorously reviews requests for
funding and ensures that projects adhere
to the standards in our Code of Business
Conduct. In 2023, we invested c.$150,000 in a
number of initiatives, which focused mainly
on education, health and childcare.
Case studies
Community training initiatives
Our Tanzanian subsidiary, CMS Tanzania, recently hosted 75 students and 5 instructors from the Dodoma University Department of Mining and
Mineral Processing at our North Mara operations as a part of their training programme and fulfilment of our local content plan commitments.
The tour provides students with practical site-based knowledge regarding exploration drilling and blasting practices, allows them to experience
daily activities on site and provides an overview of safety precautions, hazard identification and risk management responsibilities. Students also
learnt about new technologies within the drilling industry.
Construction of an improved maternity ward at the Kamanga Health Centre.
The Kamanga Health Centre is situated in rural areas in Tanzania. Many rural locations in Tanzania lack proper healthcare infrastructure, including
hospitals, clinics, and skilled healthcare professionals. This limited access to quality maternal health care can lead to delayed or insufficient
prenatal care, increasing the risk of complications during pregnancy and childbirth.
As part of our social investment programme, we are working with Australia for Ceder, Tanzania (ACT), who have been engaged to construct the
first phase of the Health Centre. Utilizing our contribution, ACT will, during 2024, construct a Maternity Ward consisting of 6 delivery beds, 10 post-
natal beds, 4 post-caesarean beds, 3 prenatal beds and 2 premature beds, thereby significantly increasing the Health Centre’s overall capacity.
Included in this ward will be a small operating theatre to accommodate any women experiencing complications.


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Environmental Stewardship
Capital is committed to delivering the highest
standards of environmental management
across all our operations. This means
mitigating, minimising or avoiding negative
impacts wherever possible by applying
proven industry practices. We are committed
as a minimum to compliance with all
applicable legal and regulatory environmental
requirements of the countries in which
we operate.
We are committed to:
z Protecting the environment by applying
proven industry practices to preventing
pollution and mitigating environmental
impacts.
z Continual improvement of our
environmental performance with specific
input from our internal innovation and
technology committee.
z Complete compliance with all relevant
environmental legislation and regulations
and any other requirements necessary.
z Undertaking transparent communication
and engagement concerning our
environmental performance with
international and affected stakeholders.
Capital’s approach is underpinned by
the Company’s Environment Policy and
ISO 14001:2015 certified Environmental
Management System, which sets out our
commitment to environmental stewardship,
encompassing impact assessment, land use,
biodiversity, mine rehabilitation, water, energy
and climate change, responsible resource
usage and waste management.
We seek continual improvement of our
environmental performance with specific
input from our internal innovation and
technology team.
As a result of our business model, many
elements of our environmental management
approach are led by our customers
environmental management plans, on the
sites where we operate. In order to achieve
compliance with their policies, systems and
processes, we review all client documentation,
as well as receive relevant training to ensure
our own operations adhere to our clients’
requirements.
Our Board (with technical guidance from
the Sustainability Committee) is responsible
for oversight of environmental management,
including our approach to climate change.
Responsibility for day-to-day management
is delegated to the Executive Leadership
Team (ELT) and respective operations-level
managers.
Climate change, emissions and
energy efficiency
1
Climate change is both a global concern
as well as a material issue for Capital.
Acknowledging the fact that our activities
are contributing to climate change, we also
recognise that the impacts of climate change,
including shifts in temperature, precipitation,
and more frequent severe weather events,
could affect our customers and, by extension,
our business in a range of possible ways.
We believe that climate change and its
impacts must be integrated into overall risk
processes and overall strategic thinking and
decision-making.
Capital has committed to achieving Net Zero
by 2050, through the setting of targets aligned
with the Science Based Targets Initiative (SBTi).
Energy efficiency is fundamental to the
Group’s environmental and climate approach.
We have identified a number of energy
efficiency initiatives, which include Next
Generation Fleet Programme, electric vehicles,
and renewable energy systems.
CAPITAL’S APPROACH TO SUSTAINABILITY CONTINUED
1 See page 52 for our GHG emissions calculation
methodology
Having published our first TCFD report in
2022, we have worked to progress and develop
a number of related workstreams in 2023.
This has involved improving the quality of
carbon calculations, establishing an initial
2035 emissions reduction target to support
our 2050 net zero goal providing climate-
related updates and education to our Board.
During the year, we have investigated and
analysed additional energy efficiency and
emissions reduction measures. We have
not restated 2022 emissions in line with this
different calculation approach due to both
organisations, while serving different purposes,
adhering to similar or compatible standards
for measuring and reporting emissions. The
data requirements and methodologies for
emissions accounting is consistent to ensure
that a complete restatement is not necessary.
All of this work has contributed to a greater
understanding of the impacts and potential
risks climate change had on the business,
through improved risk processes, we are
able to enhance our disclosures in line with
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TCFD REPORT
Where limitations are identified, we work
with the manufacturers to enhance product
design, such as our collaboration with Epiroc.
There are some trials where additional work
or investigation is required, which is ongoing.
Our 2022 Annual Report was our first TCFD
aligned report, which gave insight into our
operational risks in our three key operating
geographies (North Africa, West Africa, and
Central East Africa). The scenario analysis
highlighted specific risks and regions to
focus on, but also uncovered a number of
key opportunities, which have had a broader
positive impact on our operations.
2023 has seen the implementation of our
short-term mitigation measures, and risk
reduction processes, which were identified
through our TCFD development.
Our fleet replacement program has resulted
in our first electric forklift being delivered to
our Mwanza, Tanzania, workshop with further
electric vehicles being delivered to our new
operations in the USA. We have continued our
engagement with our Original Equipment
Manufacturers (OEM) suppliers to identify
equipment which can begin replacing our
existing fleet, to ensure either alternative fuel
use or higher efficiency drive systems.
Through this year we have actively been
tracking our own carbon emissions to align
with the methodologies and objectives of
the Science Based Targets Initiative (SBTi) to
ensure our targets remain on track to achieve
the commitment we made in 2021 to Net
Zero 2050.
Our underlying principle is to reduce carbon
going into the atmosphere and we have
set out a number of pathways to achieve
this, which include reducing our energy
consumption and intensity and increasing
our use of renewable energy. We also believe
we can play a role in contributing to the
global energy transition through the ongoing
diversification of our portfolio towards those
metals and minerals which support a greener,
cleaner, more sustainable world.
Our journey to develop our climate change
strategy began in 2021, when we began to
understand our emissions and published our
first carbon footprint. This then allowed us to
start identifying emissions “hot spots” where
we could focus our attention.
From 2021 to 2002, we began our eMining
Programme, which seeks to identify ways in
which we could begin to reduce emissions
where they are most substantial. This included
a dedicated team to undertake research and
development into alternative fuel vehicles,
energy efficiency and optimisation to reduce
fuel consumption, and automation and
robotics to improve efficiency.
Since the inception of our research and
development programme, we have
undertaken a series of on-site trials to
determine real world application. As with
all new technologies and trials, some show
marked improvements, whilst others have
had limited success.
Task Force on Climate-Related
Financial Disclosures (TCFD)
Recognising the wide-reaching impacts of
climate change, we believe the topic should
not be considered in a silo or as simply the
work of a sustainability team, but rather it must
be integrated into overall risk processes and
overall strategic thinking and decision-making.
From the sites where we operate to our
boardroom, we endeavour to integrate aspects
pertaining to climate change into our strategic
discussions and decision-making processes
wherever possible, and in particular for those
related to:
z Risk management;
z Infrastructure investment, development and
management;
z Research and development;
z Resource availability and efficiency;
z Mergers, acquisitions and divestments; and
z Compliance with laws and regulations.
Tackling climate change is a defining
challenge of our time. We are committed to
reducing our emissions and are taking action
to build a climate resilient business. Alongside
climate-related risks, we know that there are
also extensive and exciting new opportunities.
We are working to adjust our service offering
to ensure we not only remain relevant
and competitive in the contract mining
services sector but continue our growth
in a sustainable manner.
Governance of Climate-Related Matters
Climate risk is managed through Capital’s
enterprise risk management system as an
integrated business process. This allows
material climate risks to be integrated into
long-term strategy development. Furthermore,
through the development of climate scenario
analysis, long-term impacts are integrated into
the risk register.
Capital’s approach to the governance of
climate-related aspects is consistent with the
recommendations of the TCFD. We are taking
climate change seriously, acknowledging both
the fact that our activities are contributing
to climate change and that climate change
can have adverse impacts on our operations
and workforce.


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Sustainability Governance
Climate change governance needs to
be driven from the Board and senior
management through to the employees
on the ground. Our governance structures
and climate change considerations are
set up to achieve this. The results from our
climate scenario analysis are used to inform
prioritisation of risk mitigation, our adaptation
strategies, as well as identifying opportunities
to increase the company’s overall resilience to
a physical world that is changing and a shifting
regulatory and economic landscape.
Board
The Board is ultimately responsible for the
oversight over climate-related strategy,
performance, risks, vulnerabilities and
opportunities. The Board is assisted in this
by the Sustainability Committee.
Focus areas in 2023 included:
z Reviewing and monitoring of the Group’s
long-term and sustainable business
strategies and providing strategic direction
to senior management; ensuring that the
necessary financial and human resources
are in place to meet the Group’s objectives;
z Determining the nature and extent of the
significant risks and conducting a review
of the effectiveness of the Group’s risk
management and internal control system
including all financial, operational and
compliance controls;
Sustainability Committee
Our Board-level Sustainability Committee is
responsible for overseeing our environmental
policies, programmes and performance,
including matters of climate change. It reports
directly to the Board, and is comprised of
Ms Boggs (Chair), Ms Dhir, Mr Davidson,
Mr Stokes and Mr Boyton (further information
about the Committee can be found in the
Corporate Governance section on page 75 of
this report).
Focus areas in 2023 included:
z Reviewing of ESG initiatives to ensure
compliance and alignment to Capital’s
requirements and those of our stakeholders;
z Implementation of reporting standards and
frameworks;
z Monitoring compliance towards the Group’s
net-zero target by 2050;
z Management of potential risks and
opportunities identified through the Climate
Scenario Analysis and their implementation
into the Risk Management Process.
Chief Executive Officer
Our CEO serves as the bridge between the
Board and the management team, and is
accountable at management level for the
implementation of our policies and delivery
of strategy, including for climate change
related aspects.
Executive Leadership Team (ELT)
Our ELT supports the Board and the CEO by
developing our climate change strategy and
policy for consideration and approval. It also
executes the Board’s mandate by driving
the implementation of strategy against key
objectives and performance indicators, and
our risk management plans.
Members of the ELT meet with the
Sustainability Committee on a regular basis to
review our exposure to and management of all
relevant sustainability issues, including those
related to the climate. The ELT is tasked with
managing such risks, as well as the preparation
of associated disclosures.
Focus areas in 2023 included:
z Implementation of the Net Zero Plan across
all operational sites, with focus on achieving
our short term climate goals.
Group Sustainability Manager
Recognising the growing importance of
sustainability and climate change among
our business and stakeholders, in 2022 we
appointed a dedicated sustainability specialist
to advise on and drive sustainability aspects
for our business. Aspects considered by this
function include our overarching sustainability
strategy, water, energy and climate aspects,
and our ESG reporting.
Focus areas in 2023 included:
z Expanding our climate change scenario
analysis to include our broader geographical
area, and presenting the results to the Board;
z The improvement of our TCFD disclosure
in line with recommendations from the
Financial Conduct Authority;
z Aligning our targets with SBTi;
z Analysing options for emissions reductions
and efficiencies; and
z Ongoing improvement of the quality of
climate calculations.
Technology And Innovation Team
Development and implementation of climate
strategy ideas are discussed in the technology
and innovation team meetings. Members of
the ELT and senior management sit on the
technology and innovation team, and feedback
to the rest of the leadership team and ensure
progress against strategy is monitored.
Focus areas in 2023 included:
z The rollout of Mine Power Solutions, solar
hybrid temporary power solutions across
Africa.
z Assessment and recommendations for fleet
replacement with alternative fuel vehicles
within our operations; and;
z Review and implementation of operational
efficiency initiatives.
Site Level
Whilst we are operators on our clients’ sites and
therefore, do not have control, we believe there
are always opportunities for us as a Group to
work towards addressing climate change.
We constantly review new technologies to
align with client requirements and collaborate
to elevate their operations through new
technology implementation. We work with
our client’s site teams in partnership to ensure
our on-site teams are sensitised to the site
or client-specific climate programmes. This
collaborative relationship provides feedback
to our senior management team, creating a
positive loop of progress for our Group.


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Compliant
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Summary of the Task Force on Climate-Related Financial Disclosures (TCFD)
Our climate change disclosure complies with the requirements of seven of the eleven recommended disclosures of the TCFD.
Details of our compliance, including areas for improvement and plans to close gaps are set out in the table below.
Theme TCFD Recommendation What Capital Does Page Reference Compliance
Governance
a) Describe the Board’s oversight
of climate related risks and
opportunities.
Capital’s Board duly formed and appointed a sub-committee responsible
for Sustainability which is chaired by Cassie Boggs (Independent, Non-
Executive Director). The Committee comprises of Ms Boggs (Chair), Ms
Dhir, Mr Davidson, Mr Stokes and Mr Boyton (further information about the
Committee can be found in the Corporate Governance Statement on page
75 of this report). The Sustainability Committee meets quarterly with a set
roadmap for achieving KPI’s for the given year, and to track progress, for
example during 2023 this included details of the scenario analysis process
and discussion of the findings. The Sustainability Committee reports to
the Board, with any key updates being reviewed and discussed at Board
meetings. The topics of climate risk and strategy are scheduled for discussion
at the Board meetings. Therefore, there is the opportunity to have insight
into the risks, opportunities and strategies around climate change and
adaptation planning. Further to the finalisation of Capital’s climate strategy,
Capital’s performance against its carbon emissions targets will be monitored
and reviewed by the Board at least quarterly. The Board receives training on
all sustainability matters, with additional focus on climate related risks and
opportunities in order to stay abreast of this rapidly changing area.
41
b) Describe management’s role in
assessing and managing climate
related risks and opportunities.
With the implementation of Capital’s climate strategy, the Sustainability
Committee has access to the information to monitor progress against targets
and action plans for addressing climate-related issues. At an operational
level, the assigned responsibilities for climate-related issues are aligned
to the environmental management system and internal controls for risk
management. An integral part of our management roles is that of the
Technology and Innovation team who actively lead the development and
trial of projects.
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Theme TCFD Recommendation What Capital Does Page Reference Compliance
Strategy
a) Describe the climate related
risks and opportunities the
organisation has identified over
the short, medium and long-term.
In 2023, as part of Capital’s climate scenario analysis, we identified risks
associated with climate change and 12 potential impacts at an operational
and corporate level. These impacts are assessed across our short to long-term
time frames. The process also identified a number of opportunities (e.g., solar
hybrid microgrid opportunities).
48–50
b) Describe the impact of climate
related risks and opportunities
on the organisation’s businesses,
strategy, and financial planning.
Climate change has been identified as a key environmental risk, particularly
when considering its impact on the availability of water, heat exposure and
the related financial implications.
Companies such as Capital are increasingly being analysed and evaluated
on the basis of their carbon emissions and approach to climate change.
Outcomes of such analysis can influence the level of confidence of investors
and could thereby influence the share price / market value of the Company.
This is an area where Capital does not yet fully comply with the
recommendations of TCFD, further consideration is needed in order to clearly
understand the relative importance of physical and transition risks to different
parts of the business (Drilling, Mining, MSALABs) and to understand the
varying level of risks in the different geographies in which we operate.
During 2023 we undertook a review of our Corporate Risk Register, with the
aim of better aligning our risks to our diverse business model. Our aim for
2024 is a full integration of our Risk Management into each business unit, to
ensure our strategies are best aligned to the individual business needs with
the aim of being able to complete our disclosure and become compliant by
the end of 2024.
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Summary of the Task Force on Climate-Related Financial Disclosures (TCFD)


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Summary of the Task Force on Climate-Related Financial Disclosures (TCFD)
Theme TCFD Recommendation What Capital Does Page Reference Compliance
Strategy
continued
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate
related scenarios, including a 2°C
or lower scenario.
Capital’s scenario analysis is based on three climate change scenarios,
these include:
z The Intergovernmental Panel on Climate Change (IPCC’s) high emission
scenario (SSP5-8.5) with a 4.3 degrees Celsius increase in global
temperature (by 2100);
z The International Energy Agency (IEA) Net Zero Emissions by 2050 scenario
(NZS) for transition risks related to an ambitious, immediate, and smooth
climate change response; and
z The IEA Announced Pledges Scenario (APS) to assess transition risks related
to conforming with announced global and national policies.
This is an area where Capital does not yet fully comply with the
recommendations of TCFD. During 2023 we made advances in assessing our
resilience to climate change. The most significant of which was the full review
of our corporate risk register with our scenario analysis being given greater
focus, and to increase our scenario analysis as a result of our growing global
footprint. The scenario analysis process has enabled us to better understand
our risks and opportunities a changing climate poses for our business and
our focus for 2024 is to assess and adapt our business plans and thereby our
resilience and to become compliant by the end of 2024. However, our current
assessment is that the business is in robust health and a good position to
adapt to climate change over the short term.
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Summary of the Task Force on Climate-Related Financial Disclosures (TCFD)
Theme TCFD Recommendation What Capital Does Page Reference Compliance
Risk
Management
a) Describe the organisation’s
processes for identifying and
assessing climate related risks.
Capital uses the following climate-related risk categories to assess its
vulnerability: acute physical risk; chronic physical risk; financial risk;
reputational risk; legal risk; and climate change opportunity. For each risk,
Capital analyses exposure, sensitivities, potential impacts and adaptive
capabilities. Estimation criteria used when performing the vulnerability
estimation are: extent of the risk/vulnerability, duration of the risk, intensity
of the impact of the risk, likelihood of the impact with the significance
determined as a combination of all these criteria. These criteria are included
within the Corporate Risk Register, which is reviewed and updated quarterly
by the ELT and management teams, with oversight by the Audit Committee.
27
b) Describe the organisation’s
processes for managing climate
related risks.
Our Climate Change Net Zero Plan includes the action steps, timeframes
for completion, responsible employees and all other resources required to
successfully manage Capital’s climate risks. This is done by taking account
of the vulnerabilities’ significance as well as the financial and operational
capability to implement the action plans.
Quarterly progress reviews are completed as part of the operational
environmental management systems, with progress of all sustainability
plans presented to the Sustainability Committee. The Sustainability
Committee has full oversight of the process and may require an adjustment
to prioritisation of plans, depending on strategic or operational needs.
40
c) Describe how processes
for identifying, assessing, and
managing climate related risks are
integrated into the organisation’s
overall risk management
Climate-related risk management is integrated into the operational
environmental management system. We have through 2023 taken our first
steps to ensure our reporting and data collection processes are integrated,
and to limit the potential for errors. During the course of 2024 we will continue
this process, however we do see that a truly representative scope 3 footprint is
only likely during 2025.
All climate-related risks are included in Capital’s ERM process with full
Board oversight. Capitals targets are guided by the SBTi with the aim of
achieving a 50% reduction in our scope 1 emissions by 2030. We believe this
is a realistic target based on the interactions we have had with our suppliers
and equipment manufacturers. We are still cautious of setting a medium
term target due to our current reliance on fossil fuels and technology and
alternatives becoming commercially available post 2030.
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Summary of the Task Force on Climate-Related Financial Disclosures (TCFD)
Theme TCFD Recommendation What Capital Does Page Reference Compliance
Metrics and
Targets
a) Disclose the metrics used by
the organisation to assess climate
related risks and opportunities
in line with its strategy and risk
management process.
Capital sets annual objectives and targets (KPIs) at an operational level. These
objectives aim to address the climate-related risks and opportunities that are
identified through the risk assessment and climate change scenario analysis
processes. In 2023, Capital focused on the following climate-related priorities:
z Electricity alternatives – 2023 saw our first MPS solar installation in Mali,
resulting in a 32% reduction in energy use and our Mwanza workshop
installation has reduced our dependency on grid power by 80% .
z Diesel efficiency – Our fuel use has decreased from 48.6 Million Litres
in 2022 to 40.7 Million Litres for 2023, of which 3.2 million litres can be
attributed to our efficiency programmes.
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b) Disclose scope 1, scope 2, and, if
appropriate, scope 3 greenhouse
gas (GHG) emissions, and the
related risks.
Scopes 1 and 2 GHG emissions are disclosed on an annual basis in the
Company’s Annual Report. Due to the complex nature of scope 3 emissions,
we have taken our 2022 commitment to reporting our emissions and are
now actively working with our supply chain to determine an accurate and
representative footprint for our scope 3 emissions. These will be incorporated
into our footprint and reduction strategy. As our footprint is refined through our
implementation of new Enterprise Software during 2024, through enhanced
data collection and management, we will better be in a position to manage
our supply chain, as well as working on reduction activities with our vendors
we have through 2023 taken our first steps to ensure our reporting and data
collection processes are integrated, and to limit the potential for errors, during
the course of 2024 through enhanced data collection and management, we
will continue this process, however we do see that a truly representative scope 3
footprint is only likely during 2025.
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c) Describe the targets used by the
organisation to manage climate
related risks and opportunities
and performance against targets.
Capital committed to achieving Net Zero by 2050 in 2021. This has further
been refined to include short- and medium-term targets guided by our SBTi
commitment. The Group sets both short-term targets on an annual basis and
medium-term targets which aim to reduce the Company’s carbon footprint over
five-year intervals. Capitals targets are guided by the SBTi with the aim of achieving
a 50% reduction in our scope 1 emissions by 2030. We believe this is a realistic
target based on the interactions we have had with our suppliers and equipment
manufacturers. We are still cautious of setting a medium term target due to
our current reliance on fossil fuels and technology and alternatives becoming
commercially available post 2030. Performance against these targets will be
presented at Board level and will be included in the Company’s future reporting.
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Managing Climate Change
In 2021, we began to consider the business
impact of climate change which has been
increasingly integrated into our formal risk
management process. During 2022 and 2023
this was augmented by the climate-related
scenario analysis work we undertook.
Climate risks have been incorporated into
the corporate risk register and include
weather related disruption to operations,
a slow response to energy transition and
non-compliance with climate related
reporting regulations.
Each risk is regularly monitored and discussed
by the ELT, the Sustainability Committee and
the Board in terms of its relative impact on
the business. Proposed mitigation strategies
with progress against specific actions are also
regularly reviewed.
Our Scenario Analysis
Our scenario analysis follows TCFD
recommendations, exploring three different
scenarios and considers the material risks and
opportunities identified for Capital’s activities
arising from projected physical hazards, as
well as global and national climate responses.
Conducting climate change scenario analyses
has enabled us to identify, assess, and manage
our exposure to climate-related risks in our
operations in Egypt, Tanzania, several West
African countries and, more recently, the USA.
Selected Scenarios
Net Zero
+1.5˚C
Announced Pledges
+2.1˚C
SSP5-8.5
+4.3
A scenario which sets out
a pathway for the global
energy sector to achieve Net
Zero C02 emissions by 2050.
It does not rely on emissions
reductions from outside the
energy sector to achieve its
goals. Universal access to
electricity and clean cooking
are achieved by 2030.
A scenario which
assumes that all climate
commitments made by
governments around the
world will be met in full
and on time. This includes
Nationally Determined
Contributions (NDCs) and
longer-term Net Zero
targets, as well as targets
for access to electricity and
clean cooking.
Current C02 emissions levels
roughly double by 2050.
The global economy grows
quickly, but this growth is
fuelled by exploiting fossils
fuels and energy-intensive
lifestyles. By 2100, the average
global temperature is 4.3˚C
higher.
These newly identified risks help us better plan,
adapt, and mitigate the impacts of climate
change on our business and risk management
processes.
Key impacts and responses to climate risks
At Capital, we regard climate change as both
a company and global concern. We recognise
that the impacts of climate change could
affect both our clients and our business in a
variety of ways:
z Physical shifts in temperature, precipitation,
and severe weather events which could
impact the stability and effectiveness of
infrastructure and equipment and leading
to elevated health and safety risks.
z Environmental protection requirements and
client demands such as demand for green
or cleaner fleets.
z Regulatory changes such as more
widespread carbon tax regimes.
z The stability and cost of energy and
water supplies.


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Key sensitivities and opportunities to the business were identified for each scenario to assist us in planning for resilience and preparedness for possible future events. Identified negative impacts
(yellow), the opportunities (orange) and the suggested responses are set out in the table below.
Risk Type Risk / Opportunity Impact on Capital Responses Risk Period
Policy Cost of carbon Based on Capital’s climate scenario analysis, as well as our diesel
consumption, the cost of carbon in the The International Energy
Agency (IEA) Net Zero Emissions by 2050 scenario (NZE) will
increase diesel-related expenses for Capital:
z In the Middle East and North Africa, on average, by an
additional $1.9 million per year in 2030 and $14.0 million per
year in 2050, in the NZS scenario;
z In West Africa, on average, by an additional $1.3 million per year
in 2030 and $9.4 million per year in 2050; and
z In East Africa, on average, by an additional $360,000 per year
in 2030 and $2.6 million per year in 2050. In Nevada by an
additional 34% per year in 2030 and 45% per year in 2050.
We continue of fleet replacement
programme , with the identification and
trialling of electric vehicles, our energy
efficiency and automation initiatives,
and the systematic replacement of
older equipment with more modern
fuel efficient machinery.
Short to Long Term
Grid decarbonisation In the USA, the national grids will reach zero CO
2
emissions by
2035 under the NZE. This will be achieved through incentives
promoting the roll-out of renewable energy generation
technology. This will provide a readily available low-GHG
emission energy source for Capital to use.
Capital should prioritise the
electrification of lower-energy demand
equipment that will be stationed in
Nevada to prepare for low-carbon
electricity.
Short to Medium Term
Incentives to reduce GHG
emissions
Incentives that encourage the development and deployment of
various GHG emission reduction activities such as research and
development of alternative fuels and waste minimisation.
Along with cost optimisation, additional
focus within the supply chain includes
and a stronger focus on lower
carbon products.
Short to Medium Term


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Risk Type Risk / Opportunity Impact on Capital Responses Risk Period
Technology Improvements in the
manufacture of alternative fuels
Increased availability and reduction in the cost of using
alternative fuels, such as hydrogen.
We are currently piloting a number
of potential solutions, including
onboard hydrogen generation as a fuel
supplement, as well as electric vehicles,
including light delivery vehicles, and
Epiroc drill rigs.
Medium Term
Retrofitting the existing light-vehicle fleet to run on natural
gas will increase capital costs in the short term but could save
money in the medium to long term due to reduced operating
costs, especially when taking into account the potential cost of
carbon.
Whilst the availability of natural gas is
limited within our operational areas, our
Suppliers are working on a number of
duel fuel derivatives of their engines to
allow for the use of a wider range of fuels
going forward.
Short to Medium Term
Significant advances in EV
technologies
Equipment currently in use will either need to be upgraded
or be replaced during the term of operational contracts.
Furthermore, the resale value of fossil fuel dependent assets will
be much lower than in the current market.
Our ongoing fleet replacement
programme has a greater focus on lower
emission vehicles, with higher efficiency
diesel / biofuel options being considered,
along with our partnership with Epiroc
for the development of electric drill rigs.
Short to Medium Term
Reputation /
Market
Removal from preferred supplier
lists – not awarded contracts
If Capital is to remain a GHG emission intensive company, this
may hinder it from being a preferred service provider.
Capital is making significant inroads
into its Net Zero plan, with a reduction in
emissions of 19% compared to baseline.
Short to Medium Term
Diversify commodity exposure It is predicted that there will be an increase in the demand for
lithium and other minerals/metals critical to the low-carbon
transition and would increase the price of these commodities,
making the mining of such minerals more desirable for long
term sustainability.
Capital has continued to grow its non
mine service offerings including new
laboratories and locations for MSALabs,
and our MPS offerings.
In addition we are expanding our
commodity footprint into areas outside
of gold.
Short to Medium Term


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Risk Type Risk / Opportunity Impact on Capital Responses Risk Period
Physical
(Acute and
Chronic)
Increased extreme heat incidents Adverse health impacts and potential injury/death of workers.
Heat stress could risk 2.2% of Capital’s annual revenue1.
Operating certain machinery when ambient temperatures
exceed 40°C can lead to a 7% increase in fuel consumption.
Ongoing training of staff regarding the
risks associated with heat exposure,
sun stroke and exhaustion, as well as
medicals to ensure staff are healthy.
Additional cooling of vehicles, and
shorter shifts have been implemented,
along with work stoppages should
conditions become unhealthy.
Short to Long Term
Erratic weather Erratic weather such as flooding and increased drought will
cause supply chain disruptions thereby impacting operations.
Depending on the number of active rigs on site and the length
of production stoppages, this can become a significant issue
for Capital.
Regularly review its suppliers and supply
chains. Where possible additional
inventory can be held on vulnerable
sites to mitigate potential delays.
Short to Long Term
Wildfires Increased temperatures and more variable rainfall will increase
wildfire risk which has health and safety implications as well as
operational and supply chain impacts.
Capital to review Health and Safety
policies and ensure these are updated
regularly.
Short Term
Extreme cold and snowstorms In Nevada, extreme cold temperatures and snowstorms can
pose several health and safety risks to Capital’s employees as
well as operational risks and supply chain issues.
Capital must ensure that the teams
stationed at the Nevada operations
are trained to operate in cold/snowy
weather and that the equipment
used there is suitable for the colder
winter conditions.
Short Term
Malaria distribution shifts In East Africa, alterations in malaria distribution may expose
operations to malaria that weren’t previously affected.
Ongoing management in malaria
prone areas, as well as the provision of
nets, vector control sprays and residual
spraying. Training also undertaken to
ensure correct use, as well as greater
understanding in areas where malaria
is not currently prevalent.
Medium to Long Term
1 Heat stress is projected to reduce total working hours worldwide by 2.2 per cent” (ILO, 2019).


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Physical Risks
Material physical risks are those that are likely to occur at our operations considering climate projections for the regions. The trends and projections for each of Nevada, Marsa Allam (Egypt), East Africa
and West Africa are discussed in detail in the respective physical scenarios.
Through the scenario analysis, it was identified that the severity of physical risks relating to temperature and rainfall varied depending on geographic location. This is highlighted in the table below
to provide further detail.
Trend Impact Nevada, USA
Marsa Allam,
Egypt
West
Africa
East
Africa
Risk
Period
Increased
Heat
Excessive heat creates unsafe working conditions impacting worker health and
safety. Examples include, but are not limited to, fatigue, dehydration, heat stroke,
respiratory and cardiovascular disorders, increased hospital admissions and increased
absenteeism.
Short Term
Excessive heat can impact the performance of the Group’s fleet, leading to reduced
productivity and in turn reduced revenue.
Long Term
Increased energy consumption for cooling of equipment, vehicles, offices and
ventilation (underground portion of the operations).
Short Term
Infrastructure disruptions due to extreme heat events can adversely impact water
and power supply and transportation. These disruptions can lead to productivity
losses or decreases in operational efficiency
Long Term
Increased
variability
of rainfall
Increased flooding leading to operational and supply chain disruptions as well as
increased risks for worker health and safety. Impacts on Capital’s clients such as
flooding of pits, underground and washing away water supply dams.
Medium Term
Increased precipitation in the form of snowfall leading to operational and supply chain
disruptions as well as increased risks for worker health and safety.
Medium Term
Increased droughts leading to declining availability of potable and industrial water.
Increased operational costs and potential delays in the up-stream value chain, due to
increased water prices, water shortages or product delivery delays.
Long Term
Increased cyclonic impacts, specifically related to flooding and or supply chains.
Long Term
Increased wildfires as a result of increased heat and increased time between rainfall
events (variability).
Medium Term


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both the installation of solar systems at our
operations, and sourcing our grid electricity
from renewable sources.
Mobile diesel consumption constitutes
the largest proportion of our emissions
(representing approximately 80% of our scope
1 emissions) and is therefore a primary focus for
reduction initiatives. One of our focus areas for
2024 will be a review of our Heavy Mining Fleet,
due to the ages of the trucks and the more
demanding operating conditions (deeper pit
access) our emission rates have increased from
1.54 kgC02e/BCM (Bank Cubic Metre) in 2022 to
1.59 kgC02e/BCM (a 3% increase in emissions).
This compared to our drill rig fleet where our
focus for 2023 has been and have seen our
emission rates decrease from 14.28 kgC02e/
metre drilled in 2022 to 10.58 kgC02e/metre
drilled in 2023 (a 35% decrease in emissions).
We have also seen a decrease in the emissions
generated from MSALABS, where our
introduction of solar systems and renewable
energy sourced power have reduced our
Chrysos PhotonAssay
TM
per sample emission
from 0.65 kgC02e to 0.38 kgC02e.
firm, Digby Wells, to review our methodology
and estimates to ensure correctness.
Our emissions factor calculations use the
following Global Warming Potentials (GWP’s):
GHG GWP Reference
CO
2
1 IPCC AR6 Working Group 1 –
Chapter 7 – GWP-100
CH
4
29.8 IPCC AR6 Working Group 1 –
Chapter 7 – GWP-100
N
2
O 273 IPCC AR6 Working Group 1 –
Chapter 7 – GWP-100
CO
2
e 1 IPCC AR6 Working Group 1 –
Chapter 7 – GWP-100
As shown in the table and graphic below
our total scope 1 and 2 emissions for 2023
were 109,864 tCO
2
e for the year (2022: 135,665
tCO2e). This 19% decrease is due to a number
of factors including the reduction in fossil fuel
consumption on our sites as a result of high
efficiency equipment usage as well as through
the use of renewable energy, including
GHG Emissions
We began to track our carbon footprint in
terms of our scope 1 (direct) and scope 2
(indirect) emissions in alignment with the GHG
Protocol Corporate Accounting methodology.
We currently use the International Energy
Agency (IEA) Emission Factors (Efs) for
emission calculations, along with the IPCC
AR6 Global Warming Potential (GWP) factors,
but we acknowledge that IEA Efs are not as
representative as country specific Efs.
Our current countries of operation have
limited factors available. As part of our ongoing
improvement in our footprint calculations,
these factors will be reviewed annually to
ensure the most representative data is utilised.
For a number of our operations fuel usage is
not currently recorded, and as such we rely on
fuel consumption estimates based on hours of
operation for equipment. The following table
sets out the relative contribution of emissions
based on consumption estimates:
Emission
Source
% Emissions from
Estimated Consumption
Scope 1 99%
Scope 2 1%
We have engaged with our clients and
suppliers to collect actual fuel consumption
information to improve accuracy and
robustness of emission calculations, as well as
undertaking our initial footprint through the
use of emission factors. However, due to the
complex nature of scope 3 emissions this is
still an ongoing process, which will continue
into 2024. Due to this reliance on consumption
estimates and emission factors, we have
engaged with an independent consulting
GHG Emissions
(tCO
2
-e) 2023 2022 2021
Scope 1 108,632 134,843 83,727
Scope 2 1,231 822 1,223
Total Emissions
(Scope 1 and 2)
109,864 135,665 84,950
In line with the TCFD, Capital is in the process
of collating and analysing scope 3 emissions
from both upstream and downstream of our
operations, focusing on our most material
scope 3 categories.
150,000
100,000
50,000
0
GHG EMISSIONS (tC0
2
e)
2021 2022 2023
Scope 1
(Stationary + Mobile)
Scope 2 Total


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TCFD REPORT CONTINUED
Emission Reduction and
decarbonisation pathways
With more than 90% of our scope 1 emissions
resulting from our drilling and mobile fleet,
we are working closely with our equipment
suppliers to identify new technologies which
will allow us to reduce our dependency on
fossil fuels.
Achieving net zero in the short to medium
term is not feasible for Capital for two primary
reasons – current technologies adopted by
our equipment manufacturers cannot as
yet achieve net zero and our customers are
unlikely to pay a premium for zero carbon
services. The cost of decarbonisation would
therefore have to be borne by Capital and
would not be economically viable until carbon
markets adjust.
As we better understand the technological
advances made by our suppliers and the
accessibility of alternative fuels, our emission
goals will be revised on an annual basis and we
will set further official reduction targets in line
with available and affordable new technology.
Our decarbonisation pathway therefore
requires innovation and our long-term
commitment to achieving net zero. To meet
this the following strategies have been put in
place to date.
Short term
Due to the nature of our business where a
large proportion of our carbon emissions are
as a result of fossil fuel use in our equipment,
and the relatively slower progress toward cost-
effective and reliable electric / alternative fuel
haul trucks and drill rigs, our focus in the short
term is to ensure that we are as fuel-efficient as
possible with our current fleet. We continually
investigate opportunities to reduce the diesel
needs of our machines focussing on areas
where technology is already proven, such as:
z Continued installation of Chrysos
PhotonAssay
TM
technology within our
laboratory business, which not only reduces
our carbon footprint, but also eliminates the
need for lead in the process with a growth
for 2023 of 41%.
z Continued fleet replacement programme
involving the purchase of smaller electric
vehicles and our partnership with Epiroc for
our first electric drill rig.
z MPS continue to develop and install solar
power systems for our mines sites, and
Capital is installing smaller scale systems at
our camps and workshops.
z Installation of solar lighting systems is
ongoing with 30 units currently to eliminate
the need for small scale diesel generators to
be utilised on site; and
z Integrate and retrofit technology to drive
enhanced fuel efficiency.
There is a trend with our customers for the
need to reduce emissions and environmental
impacts and we believe that by transitioning
quicker than our peers in the short-term,
Capital’s services will be seen as a more
attractive option.
Medium term
In the medium term (3-10 years) we believe
that our heavy vehicle manufacturers will
begin to commercialise the electric/hydrogen/
hybrid fleets that they are currently developing
and testing.
The incorporation of electric drill rigs and mine
haul vehicles will have the largest impact on
our carbon footprint, as currently they account
for almost 90% of our emissions. In anticipation
of this we have begun the process of preparing
for the rollout of our next generation fleet,
through our eMining strategy.
As the rollout of the next generation fleet will
be carried out over a number of years, Capital
is identifying and investing in a number
of programmes, in order to further reduce
our footprint. This approach allows for the
reduction in emissions, as we manage fleet
replacement, taking age of units, cost etc into
consideration.
As the eMining strategy accounts for a large
proportion of our scope 1 mobile emissions,
our aim is to achieve a 50% reduction in
emissions from the 2022 baseline over this
ten year period. We are however cognisant of
the limited influence we play in regard to our
OEM equipment suppliers, and this target
is therefore dependent on their buy-in and
aligned with their commitments.
Long term
In the longer term (greater than 10 years) we
will continue to
z Engage with our suppliers to ensure the
availability of feasible decarbonisation
technologies relevant to our operations;
z Engage with our suppliers and partners to
get buy-in and ensure alignment with their
commitments, provided these are in line
with our overall level of ambition;
z Collaborate across our value chains to
determine the most appropriate role
we can play in contributing to net zero scope
3 emissions;
z Offsetting hard to abate emission where
necessary; and
z Update our 2050 target in line with
updates should specific countries of
operation require a more stringent target.


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Governance
55 Chair’s introduction to Governance
57 Statement of Compliance
58 Board of Directors
61 Corporate Governance Report
69 Audit and Risk Committee Report
73 Nomination Committee Report
75 Sustainability Committee Report
76 Remuneration Committee Report
87 HSSE Committee Report
87 Investment Committee Report
88 Directors’ responsibilities Statement
As a Board, we will strive
to maintain the highest
standards of Corporate
Governance at Capital.


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CHAIR’S INTRODUCTION TO GOVERNANCE
Dear shareholders,
Governance is at the heart of the way we
do our business. Only by ensuring that we
have the appropriate culture and values in
place, with a focus on integrity, transparency
and ethics, and underpinned by our robust
frameworks and policies, can Capital continue
to deliver excellent services and solutions for
our customers, thereby creating long-term
value for our shareholders.
By reviewing and approving corporate
policies, engaging regularly with our teams,
conducting site visits and keeping abreast of
internal practices, our Board aims to monitor,
assess and reinforce our culture and values.
Our approach to engagement – both internal
and external – is guided by ensuring an open
and respectful culture led from the top by
the Board to facilitate effective contributions
from all Directors, management and the
wider workforce.
Jamie Boyton
Executive Chair
During 2023, we have continued to enhance
our Board strategy, structure and culture, with
governance highlights including the following:
Stakeholder engagement
Capital recognises the importance of building
strong relationships with all our stakeholders,
which is essential to the long-term success
of our business and lies at the heart of our
purpose, values and strategy.
Shareholder engagement
The Group provides financial statements to
all shareholders twice a year when its half
year and full year results are announced
and provides trading updates after the each
quarter of trading throughout the fiscal year.
These results and all other London Stock
Exchange (LSE) announcement information
are available on the Group’s website www.
capdrill.com. Management presentations as
well as other information relevant to investors
are also available on the website.
All shareholders are given at least 21 working
days’ notice of the Annual General Meeting
(AGM). It is standard practice for all Directors to
attend the AGM to which all shareholders are
invited and at which they may raise questions
to the Chairs of the Board Committees or
the Board generally. The proxy votes for and
against each resolution, as well as abstentions
(which may be recorded on the proxy form
accompanying the notice of AGM) are counted
before the AGM commences and are made
available to shareholders at the close of the
formal business of the meeting. The proxy
votes are announced via the LSE and posted
on the Company’s website shortly after the
close of the meeting.
The Company’s 2023 AGM was held in
London on 18 May 2023. We were pleased to
welcome shareholders both in person this
year and virtually for those wishing to follow
the proceedings from afar. A summary of
the proxy voting for the AGM in London
was made available via the LSE and on the
corporate website as soon as was reasonably
practicable on the same day as the meeting
and the link to the results can be accessed
here. In advance of the meeting, proxy
votes indicated that shareholders no longer
considered Alex Davidson an independent
Non-Executive Director due to his length of
tenure, in accordance with provision 10 of
the UK Corporate Governance Code. As a
result of this and an internal Board evaluation
held just before the AGM, Mr Davidson
immediately stepped down from the Audit
and Risk, Remuneration and Nomination
Committees so as to ensure the composition
of each Committee was purely comprised of
independent Directors.
In accordance with Provision 4 of the UK
Corporate Governance Code, the Company
held a consultation with significant
shareholders after the event, led by the Senior
Independent Non-Executive Director David
Abery with assistance from the Company
Secretary. The outcome of the consultation
was that shareholders were satisfied with the
actions taken in removing Mr Davidson from
the governance Committees. Mr Davidson
remains on the Board as a non-independent
Non-Executive Director and we are delighted
to continue to benefit from his skills and
expertise.
We recognise the fundamental importance of corporate
governance, ethics and integrity in delivering sustainable
success for our stakeholders.
Further information can be found in the
Nomination Committee report on
pages 73 to 74.


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CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED
Diversity
Capital remains committed to improving
diversity levels throughout its workforce,
management team and Board, noting
the benefits a broad mix of expertise, skills
and diversity brings. I am pleased to note
that during the year we made progress in
continuing to bolster the breadth of skills
and expertise on our Board in 2023 with
the appointment of Anu Dhir, as well as
increasing gender and ethnic diversity. Anu’s
biography and background can be found on
page 59 of this Report. Whilst I appreciate
further work must continue in terms of being
fully compliant with the Financial Conduct
Authority (FCA)’s diversity and inclusion targets,
we are moving in the right direction, with
25% of the Board being female. We have one
female Board Committee Chair (Catherine
(Cassie) Boggs) as Chair of the Sustainability
Committee. The Company has met the FCA’s
diversity target that at least one member of
the board should be from an ethnic minority
background excluding white ethnic groups
(as set out in categories used by the Office for
National Statistics). Four different nationalities
are represented on our Board.
Board site visit
Site visits provide valuable opportunities for
members of the Board to directly observe
operations, receive detailed in situ operational
updates and engage with employees at
all levels of the organisation. This provides
important context to the Board for their
decision-making and also useful insights
for employees. In July 2023, the full Board, in
addition to a number of senior management,
visited the Sukari mine site in Egypt. This was
the first Board site visit for some time given
the restrictions associated with Covid-19.
Workforce engagement
Throughout the year, the Executive Directors
and myself have made numerous trips to
many of our operations which provides an
opportunity for us to hear first hand our
employees’ views and obtain feedback on
a range of issues such as culture and its
alignment with our values, the impact of our
health and safety programs and sustainability
objectives. Our site visit to Sukari in July with
the entire Board enabled all Directors to
deepen their understanding of the operation
of the business. The HSSE and Sustainability
Committees invite members of the workforce
to attend Committee meetings, so that
the Board is kept fully appraised of health
and safety, environmental, social and
governance concerns.
Each of the Executive Directors held a number
of structured meetings with workforce on the
ground during 2023. Workforce engagement
is channelled via the Executive Leadership
Team and the Company has a very transparent
culture with regular staff involvement
initiatives in addition to an open reporting line
which encourages staff participation. Taking
into account this transparency and proactivity
of the Executive Directors, and given the size
and nature of the business, it was considered
that it is an unnecessary step at this time to
formalise the current arrangement into a
formal workforce engagement scheme. The
Board will continue to keep this under review
in the coming year.
Further details on the Board’s consideration to
all stakeholders, in line with Section 172, can be
found on pages 63 to 64 of this Report.
Whilst some Board members had visited
Sukari a number of times, for others it was their
first visit. However, all Directors noted how
impressed they were with the progress at
this tier one asset that Capital has serviced for
25 years.
Enhancing our sustainability reporting
Demonstrating our ongoing drive to further
enhance the transparency and information
we provide to our stakeholders, I am pleased
to report that this will be the first year Capital
publishes a standalone sustainability report.
We have always prioritised safety, ethical and
responsible practices and sustainability –
with a strong focus on local employment and
community development – and are pleased
to share this inaugural report which will be
available in due course on our website.
Should any stakeholder like to speak to me or
David Abery, the Senior Independent Director,
about any aspects of this Annual Report or
the Company’s performance, please do not
hesitate to contact us through the Investor
Relations team in London; see page 148 for
contact details.
Jamie Boyton
Executive Chairman
14 March 2024


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STATEMENT OF COMPLIANCE
Capital Limited recognises that a continual
commitment to the highest standards of
corporate governance, ethics and integrity is
essential in delivering sustainable success for
our stakeholders. Strong corporate governance
is core to our culture, which ultimately
benefits the long-term interests of all of our
stakeholders. In line with our commitment
to maintaining best practices of corporate
governance, the Board confirms that for the
year ended 31 December 2023 Capital applied
the principles and complied with all of the
provisions of the UK Corporate Governance
Code issued by the Financial Reporting Council
in July 2018 (the “2018 Code” available at www.
frc.org.uk), save as disclosed in this Corporate
Governance report. It should also be noted
that Capital Limited falls outside the FTSE 350
Share Index and is therefore a “smaller listed
company” for the purposes of the 2018 Code.
Details of the Group’s corporate governance
policies and procedures (including the
charters of each of its corporate governance
committees) can be found on www.capdrill.
com/investors/ corporate-governance.
The Company notes the 2018 Code has
recently been updated to the 2024 Code,
applying to financial years beginning on or
after 1 January 2025. The Company will work
towards ensuring a smooth transition in
applying the 2024 Code when it comes
into force.
Statement of compliance with
the 2018 Code
The 2018 Code places emphasis on
relationships between companies,
shareholders and stakeholders. It also
promotes the importance of establishing
a corporate culture that is aligned with
the company purpose, business strategy,
promotes integrity and values diversity.
It is the intention of Capital to comply as closely
as possible with the 2018 Code as a smaller
listed company, in order to facilitate the most
effective balance between entrepreneurial
and prudent management with the ultimate
strategy of delivering long-term value to all the
Group’s stakeholders. As well as outlining our
corporate governance structures in this section
of the Annual Report, we also explain where
and why the Company does not apply the
provisions of the 2018 Code and the alternative
procedures in place that achieve the
same outcome.
The Company has identified compliance
shortfalls and provided mitigating/alternative
procedures for Provision 2 (explanation of
the Company’s approach to investing in and
rewarding its workforce), Provision 9 (chair
should be independent on appointment),
Provision 19 (chair remaining in post beyond
nine years) and Provision 41 (engagement
with the workforce in terms of how executive
remuneration aligns with wider company
pay policy).


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BOARD OF DIRECTORS
Capital’s Directors bring a broad range of business,
commercial and other sector specific experience to the
Board.
Jamie Boyton
Executive Chair
Appointment date: January 2009
Tenure: 15 years
Committee membership:
I
S
Skills, experience, and qualifications:
In his role as Chair Jamie is responsible for
overseeing the Company’s strategic and business
development, which includes advising on capital
markets requirements and strategic growth
opportunities. He was previously an Executive
Director at Macquarie Bank, where he was the
Head of Asian Equity Syndication and Corporate
Broking, based in Hong Kong. Jamie holds a
BComm (Accounting and Finance) degree from
the University of Western Australia.
External appointments:
None
Peter Stokes
Chief Executive Officer
Appointment date: October 2022
Tenure: 1 year
Committee membership:
H
S
Skills, experience, and qualifications:
Peter is responsible for leading the operational
management of the business along with the
development and implementation of strategy.
Peter is a senior executive leader with more than 26
years’ experience across the resources and logistics
sectors. His expertise includes managing large,
complex multi-national organisations, delivering
company-wide transformation and turnaround,
business development, operational management
and strategic planning. Most recently Peter held
the role of President Global Logistics for Toll Group,
a key operational role for one of the largest logistics
and transport businesses in Asia. Prior to this, he was
CEO for Barminco Limited, an international leader
in mechanised hard-rock underground mining.
Peter is a graduate of the Advanced Management
Program (AMP) at Harvard Business School
(Boston) together with an MBA (Bond University,
Queensland), MAppSc (WA School of Mines) and
BSc (UWA, Western Australia).
External appointments:
Audit & risk committee member of the University of
Western Australia and advisory board member for
Goldstar Transport.
Brian Rudd
Executive Director
Appointment date: May 2005
Tenure: 18 years
Committee membership:
H
Skills, experience, and qualifications:
Brian Rudd is a founder of the Company with a
focus on business development and client relations.
As a founder of the Company, Brian has been
instrumental in the successful establishment and
development of the Company since 2005. Brian has
over 38 years’ experience in the mining industry in
both Australia and Africa. Before establishing the
Company, Brian held various senior positions for
private and listed drilling companies in Australia
and Africa.
External appointments:
Non-executive director of Hardy Metals and an
adviser to Minexia.
David Abery
Senior Independent Non-Executive
Director (SID)
Appointment date: October 2017
(appointed as SID in January 2018)
Tenure: 6 years
Committee membership:
A
N
R
Skills, experience, and qualifications:
David has over 15 years’ experience as a Finance
Director of London quoted companies, and over
21 years’ experience in senior finance and general
management roles. He has extensive experience
of financial, commercial and strategic matters in
African and UK corporate environments at both
board and operational level, as well as experience
of corporate governance, regulatory and investor
relations best practice. David has a BA (Hons)
in Finance and Accountancy and is a Chartered
Accountant (ICAEW).
External appointments:
None
Committee Key
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
H
Health, Safety, Social and
Environmental Committee
S
Sustainability Committee
I
Investment Committee
Chair (of that committee)


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Michael Rawlinson
Independent Non-Executive Director
Appointment date: August 2018
Tenure: 5 years
Committee membership:
R
A
N
I
Skills, experience, and qualifications:
Michael is a former investment banker with over 28
years’ experience focused on the mining and metals
sector. He was previously Global Co-Head of Mining
and Metals at Barclays investment bank having
joined from the boutique investment bank, Liberum
Capital – a business he helped found in 2007. He has
experience as both a corporate financier and research
analyst covering the mining sector and has extensive
capital markets experience having worked on IPOs
and follow-on offerings for a number of companies.
External appointments:
Senior independent non-executive director of
Hochschild Mining PLC, Chair of Adriatic Metals PLC
and is a non-executive director of Andrada Mining
Limited.
Catherine Boggs
Independent Non-Executive Director
Appointment date: September 2021
Tenure: 2 years
Committee membership:
S
A
R
N
H
Skills, experience, and qualifications:
Catherine (Cassie) has over 40 years’ experience
in General Counsel and senior leadership roles for
companies in the mining sector. Previously, she
spent eight years with renowned global mining
investment firm, Resource Capital Funds, in the role
of Partner, Vice President and General Counsel. Cassie
also held the role of Senior Vice President, Corporate
Development for Barrick Gold Corporation. During
this time, she served as General Counsel to its LSE-
listed subsidiary, African Barrick Gold and as Regional
President of its African Business Unit. She was also
an International Partner for global law firm Baker
McKenzie, also holding the role of the Head of Global
Mining Group with the company. Since November
2019, she has been serving as an International Expert
in mining with the U.S. Department of Commerce’s
Commercial Law Development Program.
External appointments:
Chair of Hecla Mining Company.
Anu Dhir
Independent Non-Executive Director
Appointment date: November 2023
Tenure: 0 years
Committee membership:
A
N
S
Skills, experience, and qualifications:
Anu has over 20 years’ experience in the resources
sector, most recently, as a co-founder and executive
of ZinQ Mining, a private base and precious metals
company which focuses on the Latin American
Region. Prior to ZinQ Mining, Anu was Vice President,
Corporate Development and Corporate Secretary
at Katanga Mining Limited. She is co-founder of
Wshingwell, a for-profit community relationship
platform that allows individuals, communities and
organisations to micro-fundraise around experiences
and events. Anu is a graduate of the General
Management Program (GMP) at Harvard Business
School and has a law degree (Juris Doctor) from
Quinnipiac University and a Bachelor of Arts (BA) from
the University of Toronto.
External appointments:
Non-executive director of Montage Gold Corp. and
non-executive director of Taseko Mines Limited.
Name Surname
Job Title / Position
Appointed
[Date year]
Qualifications
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essinit eum qui volupta ea is rehent aliasi optas
que audamus simporia.
Skills and Experience
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ut que volorem quaepreheni nonsequaturi
culparu ptatio cusam, sunderibuste conet
utemo consequidest min nullatur sa cum ut
lab inctiscipid quundicipis debisserum harume
volore cus.
Other appointments
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BOARD OF DIRECTORS CONTINUED
Alex Davidson
Non-Executive Director
Appointment date: May 2010
Tenure: 13 years
Committee membership:
H
S
I
Skills, experience, and qualifications:
Alex has over 42 years’ experience in designing,
implementing and managing gold and base metal
exploration and acquisition programmes throughout
the world. Alex was Barrick Gold Corporation’s
Executive Vice President, Exploration and Corporate
Development with responsibility for its international
exploration programmes and Barrick’s corporate
development activities. In 2005, Alex was presented
the A.O. Dufresne Award by the Canadian Institute
of Mining, Metallurgy and Petroleum to recognise
exceptional achievement and distinguished
contributions to mining exploration in Canada. In
2003, Alex was named the Prospector of the Year by
the Prospectors and Developers Association of Canada
in recognition of his team’s discovery of the Lagunas
Norte Project in the Alto Chicama District in Peru.
In 2023 it was announced that Alex became a 2023
Canadian Mining Hall of Fame Inductee, recognising
his inspiring achievements and visionary leadership
in elevating the stature of Canadian mining. Alex
holds a B.Sc. and M.Sc. in Economic Geology from
McGill University.
External appointments:
Non-executive director of Pan American Silver,
Chair of Americas Gold & Silver and non-executive
director of NuLegacy Gold Corporation.
Committee Key
A
Audit and Risk Committee
N
Nomination Committee
R
Remuneration Committee
H
Health, Safety, Social and
Environmental Committee
S
Sustainability Committee
I
Investment Committee
Chair (of that committee)


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BOARD COMPOSITION
How the composition of our Board positions us to deliver long-term
sustainable value for Capital and our stakeholders.
25% United Kingdom
37.5% Australia
25% Canada
12.5% USA
12.5% Asian/Asian British/Asian other
87.5% White
37.5% 50-55
12.5% 55-60
25% 60-65
12.5% 65-70
12.5% 70-75
We made further progress
in continuing to bolster
the breadth of skills and
expertise on our Board in
2023 as well as the diversity
it demonstrates.”
Board Changes in 2023
1. On 18 May 2023 immediately after the
Company’s AGM, Alex Davidson stepped
down from each of the Audit and Risk,
Nomination and Remuneration Committees
when it was considered he was no longer
independent. Further information on this
can be found on page 73 of this report.
2. On 18 May 2023, Catherine (Cassie) Boggs
was appointed as a member of the Audit
and Risk Committee.
3. On 15 November 2023 Anu Dhir was
appointed as an independent Non-
Executive Director. Anu joined the Audit
and Risk, Sustainability and Nomination
Committees.
37.5% 0-3 years
25% 3-6 years
37.5% 6+ years
75% Male
25% Female
25% Executives (not including Chair)
12.5% Executive Chair
12.5% Non-Executive Directors
50% Independent Non-Executive
Directors
LENGTH
OF TENURE
DIVERSITY
COMPOSITION
NATIONALITY
ETHNICITY
AGE
BOARD OF DIRECTORS CONTINUED
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CORPORATE GOVERNANCE REPORT
Governance framework and division of responsibilities
Capital Limited
Board of Directors
Responsible for the stewardship of the Group, overseeing its conduct and affairs to deliver on our strategic objectives and creating long-term success to generate sustainable
value for our shareholders and the interests of other stakeholders. The Chair leads the Board, ensuring it works constructively as a team. The Board has established certain
committees to assist it in discharging its responsibilities and delegates day-to-day responsibilities to the Chief Executive Officer.
Non-Executive Directors
Chief Executive Officer
Responsible for running the business and setting and implementing the Group strategy.
Corporate Management Operational Management
Executive Leadership Team
Audit and Risk
Committee
Oversight of the
Company’s financial
and narrative reporting
processes and the
integrity of the financial
statements as well as
supporting the Board
by providing the risk
management and
internal control
functions/processes.
Remuneration
Committee
Reviewing and
recommending to the
Board the remuneration
packages for the
Executive Directors.
Setting the remuneration
structure for the
Executive Leadership
Team, pay scales and the
remuneration package
for the wider workforce.
Nomination
Committee
Responsible for
reviewing the structure,
size and composition
of the Board and its
committees. Overseeing
the succession planning
of the Directors and the
Executive Leadership
Team. It ensures the
Board has the appropriate
skills, experience,
independence and
knowledge, whilst bearing
diversity in mind with
regards to composition
Sustainability
Committee
Responsible for
assisting the Board in
developing and making
recommendations in
connection with the
Company’s strategy,
standards, processes
and approach to ESG
matters that could affect
the business activities,
assets, performance
and reputation of the
Company and for the
Company’s ongoing
sustainable development.
Health, Safety, Social
and Environmental
Committee
Responsible for
formulating and
recommending to
the Board a policy on
health, safety, social and
environmental issues
related to the Group’s
operations. In particular,
the Committee focuses
on compliance with
applicable standards to
ensure that an effective
system of health, safety,
social and environmental
standards, procedures
and practices is in place
at each of the Group’s
operations.
Investment
Committee
Responsible for
both monitoring the
Company’s existing
investments for
performance and
strategic alignment,
as well as evaluating
new opportunities.
Read more on page 69 Read more on page 76 Read more on page 73 Read more on page 75 Read more on page 87 Read more on page 87
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Board roles and
responsibilities
Division of responsibilities
The Board is responsible for the long-term
success of the Company. Capital’s Board
should have the necessary combination of
skills, experience and knowledge, as well as
independence (with regard to the iNEDs),
to properly discharge its responsibilities
and duties.
In order to fulfil its role, the Board:
Sets the Company’s strategic aims, ensures
that the necessary resources are in place
for the Company to meet its objectives,
and reviews management performance in
achieving such objectives
Provides leadership of the Company within
a framework of effective systems and
controls which enable risks to be assessed
and managed
Develops the Company’s vision and values,
and the behaviour it wishes to promote in
conducting business and ensures that its
obligations to its shareholders and other
stakeholders are understood and met
Carries out all duties with due regard for
the sustainability and long-term success
of the Company
The role of Chair: Jamie Boyton
Leads the Board and is primarily responsible
for the effective working of the Board
In consultation with the Board, ensures
good corporate governance and sets clear
expectations with regards to Company
culture, values and behaviour
With the support of the Company Secretary,
sets the Board’s agenda and ensures that
all Directors are encouraged to participate
fully in the activities and decision-making
process of the Board
Is the ultimate custodian of shareholders’
interests
Engages with shareholders and other
governance-related stakeholders,
as required
The role of Chief Executive Officer:
Peter Stokes
Is primarily responsible for implementing
Capital’s strategy approved by the Board
and for the operational management of the
business
Leads and provides strategic direction to the
Company’s Executive Leadership Team
Runs the Company on a day-to-day basis
Implements the decisions of the Board and
its Committees, with the support of the
Executive Leadership Team
Monitors, reviews and manages key risks
In addition to the Chair, is one of the
Company’s primary spokespersons,
communicating with external audiences,
such as investors, analysts and the media
Leads by example in establishing a
performance-orientated, inclusive and
socially responsible Company culture
Chairs the Executive Leadership Team and
is a member of the Health, Safety, Social
and Environmental, and Sustainability
Committees, thereby having direct
involvement in the management of
Capital’s broader sustainability strategy.
The role of Senior Independent Director:
David Abery
Provides a sounding board for the Chair
and serves as an intermediary for the other
Directors as necessary
Is available to shareholders if they have
concerns which contact through the
normal channels has failed to resolve, or for
which such contact is inappropriate
Leads the iNEDs in undertaking the
evaluation of the Chair’s and Chief Executive
Officer’s performance
Is a member of Capital’s Audit and
Risk (Chair), Nomination (Chair) and
Remuneration Committees, thereby having
oversight of the Group’s material risks, issues
and opportunities, and bringing his skill-set
and independent judgement to the benefit
of these Committees
The role of the NEDs (David Abery,
Michael Rawlinson, Catherine (Cassie) Boggs,
Anu Dhir, Alex Davidson)
Challenge the opinions of the Executive
Directors, provide fresh insights in terms of
strategic direction and bring their diverse
experience and expertise to the benefit of
the leadership of the Group
Assess the performance of the Chair
Scrutinise the performance of the Executive
Directors in terms of meeting agreed goals
and objectives
Ensure that the governance, financial
information, controls and systems of risk
management within the Group are robust
and appropriate
Determine the appropriate levels of
remuneration of the Executive Directors
Provide a breadth of skills and experience to
Board Committees and, in the case of the
iNEDs, independence
Composition of the Board
Executive Directors
Jamie Boyton – Executive Chair
Peter Stokes – Chief Executive Officer
Brian Rudd – Executive Director
Non-Executive Directors
David Abery – Senior Independent Director
Michael Rawlinson – Independent Director
Catherine (Cassie) Boggs – Independent Director
Anu Dhir – Independent Director
Alex Davidson – Director
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CORPORATE GOVERNANCE REPORT CONTINUED
After the Company’s Annual General Meeting
on 18 May 2023, the Company carried out a
consultation with shareholders in accordance
with Provision 4 of the 2018 UK Corporate
Governance Code as a result of 28.97% voting
against the re-appointment of Alex Davidson.
Engagement with shareholders confirmed
concerns had been addressed by Mr Davidson
immediately stepping down from each of
the governance Committees in order to
re-establish Committee composition being
solely independent. We thank Mr Davidson for
his committed service on those Committees.
With the addition of Anu Dhir serving on each
of the Audit, Nomination and Sustainability
Committees going forward, Ms Dhir’s
independence and skill set will enhance and
strengthen each Committee’s capability.
Jamie Boyton and Brian Rudd collectively hold
16.78% of the Company’s voting share capital.
The Board does not consider the Company to
have a controlling shareholder for the purposes
of the Listing Rules.
Board Committees
See pages 69 to 87 for further information
on each of the Committees and their reports.
Directors’ independence
The 2018 Code recommends that the chair
of the board should be independent. The
Directors do not consider Mr Boyton to be
independent because of his historical ties with
the Group, his employment with the Company
as Executive Chair and his significant
shareholding in the Group; therefore, the
Group does not satisfy this requirement of the
2018 Code. However, in view of his expertise
and depth of knowledge of the Group, as well
as his strategic role within the Group, the Board
considers it appropriate at this stage to retain
Mr Boyton as Executive Chair.
The Board is compliant with the provisions of
the 2018 Code, whereby at least half the Board
comprises Non-Executive Directors who are
determined by the Board to be independent.
Except for Alex Davidson, each of the Non-
Executive Directors is considered by the Board
to be independent and free from any issues
that may impair their ability to present their
opinions and/or mar their judgement.
Board leadership and
Company purpose
Stakeholder engagement
Ongoing engagement with our stakeholders
remains a priority and is critical to Capital’s
success. Capital Limited is an exempted
company incorporated under the laws
of Bermuda and is not subject to the full
requirements of Section 172 of the UK
Companies Act 2006 . However, it is required,
as a company with a premium listing on the
London Stock Exchange, to comply with the
UK Corporate Governance Code (the Code).
The Code requires Capital to describe how the
interests of stakeholders and the matters set
out in Section 172 of the UK Companies Act,
2006 have been considered in both Board
discussions and decision-making. See an
overview of our engagement activities on
page 64.
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CORPORATE GOVERNANCE REPORT CONTINUED
Stakeholder engagement continued
Workforce Clients Suppliers Shareholders Local Communities
Key engagement topics
Health, safety and security
Capital’s purpose, visions and values
Capital’s Code of Business Conduct
Learning and development
Diversity and inclusion
Remuneration and benefits
Company strategy and operational progress
Sustainability and climate-related risks
and opportunities
Updates on projects
Health, safety and security
Operational performance (e.g. shift
metrics), standby hours: causes,
work time hours: causes
Any changes in client’s project plans
Initiatives
Fair and transparent
contracting processes
Fair payment terms
Collaborative approach
Code of Business
Conduct
Consistency of
application of business
ethics practices
Human Rights and
Modern Slavery Policy
Operational and financial performance
Valuation considerations
Capital allocation
Financing strategy
Risk management
Shareholder distributions
Sustainability strategy and addressing
climate-related risks and opportunities
Health, safety and security
Local employment
Development of local staff
Local community projects
Protection of the environment
How we engaged in 2023
Regular health and safety briefings across
the Company
Ongoing initiatives to support mental and
physical wellbeing
Regular digital and in-person
communications through emails, intranet,
social media, team meetings, town halls
and teach-ins
Clear communication of policies and
procedures
Engagement and initiatives to improve
diversity and inclusion
Learning and development programmes
Initiatives to deepen workforce
understanding of and involvement in
sustainability strategy and addressing
climate-related risks and opportunities
Regular in person and/or virtual
meetings with clients
Presentations and emails on status
of the project, involving the key
team members from both parties
For our larger projects, a Steering
Committee Meeting takes place
each quarter. These meetings are
very much a two-way discussion
rather than Capital just presenting,
as it is important we know any
change in our clients’ plans. For all
clients, there are touch points at
every level between our employees
and the clients’ employees, from the
respective Executive Directors to the
respective operational teams on the
ground
Supplier due diligence
Review of policy and
contracts
Regular
communication
We manage relationships with
institutional investors through an
investor relations programme. It
includes one-to-one conversations,
roadshows, group meetings,
conferences and industry events.
Clear and timely investor
communications, including the
London Stock Exchange’s Regulatory
News Service, and regular investor
presentations
Regular meetings with sell-side analysts
In person AGM held with open invitation to
all shareholders with the ability to submit
questions electronically in advance
Consultation with major shareholders
in response to voting on one of the
resolutions at the AGM
Active and ongoing
engagement with local
communities
Support and funding for local
community initiatives
Proactive use of local suppliers
Why we engage
The health and safety, development,
diversity and retention of Capital’s
workforce is essential to the Company’s
success and execution of its strategy
Clients expectations are for projects
to be delivered on time and to
budget. It is important to have
honest feedback and regular
interaction so that the Company
can deliver its contracts, and can
deliver against its strategy
To foster a collaborative approach
To foster a collaborative
approach
The support and
performance of
suppliers and
contractors enables
the Company to deliver
against its strategy
Our investors have valid views on
strategic, financial and operational
decision making which we must take
into account
The support of local communities
is essential for the mutually
beneficial development and
operation of Capital’s projects
Our objective is to enhance
the economic wellbeing
and resilience of the local
communities in which we operate
Capital is an important employer
in the local communities
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Sustainability
Ethics and compliance
We are committed to operating as a
responsible business that upholds the highest
standards of ethics and compliance wherever
and however we operate. We have a zero-
tolerance approach to bribery and corruption.
We are committed to acting professionally,
fairly and with integrity in all our business
dealings and relationships wherever we
operate and to implementing and enforcing
effective systems to counter bribery and
corruption.
Capital’s Code of Business Conduct and its
Guidelines contain an overview of our policies
and procedures relating to anti-bribery and
corruption, anti-facilitation of tax evasion,
conflicts of interest, competition and anti-
competitive conduct, data and information
security, diversity, harassment, human
rights, modern slavery and HSEQ is essential
that the Company maintains transparent
relationships free from corruption with our
host government, suppliers, contractors and
local communities. This protects our reputation
and our licence to operate, as well as the ability
to access funding and operate effectively.
Our governance policies can be found in the
Corporate Governance section of our website.
Further information can also be found on
pages 33 to 36 in the Sustainability section
presenting the governance framework in this
area. This includes Modern Slavery Statement,
Anti-Bribery and Corruption Policy, and further
policies including Human Rights.
CORPORATE GOVERNANCE REPORT CONTINUED
Share Dealing Code
The Company has a share dealing code
requiring all employees to obtain prior
written clearance from either the Chair or
the Chief Executive Officer to deal in the
Company’s shares. The Chair requires prior
written clearance from the Chair of the Audit
Committee. Close periods (as defined in the
Share Dealing Code) are observed as required
by market abuse regulations and other rules
that apply to the Company by virtue of the
market on which its shares are listed. During
these periods employees are not permitted
to deal in the Company’s securities. Additional
close periods are enforced when the Company
or its applicable employees are in possession
of inside information.
Whistleblowing
Capital has a Whistleblowing Policy which
details the steps that any employee can take
to raise a concern freely and in confidence; our
workforce are encouraged to “speak up”. The
Board reviews and ensures arrangements for
proportionate and independent investigation,
for follow-up action. Any submissions reported
(using a web reporting portal for anonymity
or via email) are handled by the Senior
Independent Non-Executive Director, Mr
Abery. The Whistleblowing Policy can be found
on the Company’s website in the Corporate
Governance Section here.
Any whistleblowing reports are presented at
the Audit Committee; please see page 72 for
further information.
Conflicts of interest
None of the Directors has any conflict of
interest that have not been disclosed to the
Board in accordance with the Company’s
Code of Conduct. None of the Executive
Directors hold any non-executive directorships
in a FTSE 100 company. Details of attendance
at Board meetings and Board Committee
meetings are set out in the table and in each
Committee report.
Training
On appointment, and throughout their tenure,
all Directors receive appropriate training and
regular presentations are made to the Board
by senior management and external advisers.
Capital has an induction programme designed
to bring new Directors up to speed as quickly
as practicable, following their appointment
to the Board. See an example of this on
page 74. Such an induction would typically
involve meetings with the Board and various
members of senior management and an
information pack of all necessary corporate
documents, including the Company’s latest
Annual Report, the Bye-Laws, Terms of
Reference for each Committee and other key
Group policies, such as the Code of Business
Conduct, enabling them to familiarise
themselves with the Group, its procedures
and current activities. Please refer to the
Nomination Committee report on page 74 for
further information on the induction pack.
Board leadership and
Company purpose continued
Our purpose at Capital is to help our customers
to achieve their business objectives, through
the application of our knowledge, experience
and our end-to end service proposition.
Our Vision
The Company’s vision is to be recognised
as the industry’s premier service provider of
exploration and mining services, setting the
standard with comprehensive solutions that
prioritise safety, compliance and sustainability.
Our values
Safety – uphold our exceptional health and
safety standards and focus on everyone’s
well-being.
Respect – respect colleagues, clients,
the environment and the cultures and
communities where we operate.
Unity – be frank, honest and open,
developing initiatives to lessen our
environmental impact.
Integrity – be frank honest and open,
developing relationships and seeing things
through to completion
Sustainability – identify, develop and
implement initiatives to lessen our
environmental impact
Excellence – be responsive, innovative and
entrepreneurial, taking ownership and
always striving for the best outcomes.
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Board commitment
The Board is satisfied that each of the Non-
Executive Directors committed sufficient time
throughout 2023 for the fulfilment of their
duties as members of the Board and of the
Board Committees.
Board resources
All Directors are authorised to obtain, at
the Group’s expense and subject to the
Chair’s approval, independent legal or other
professional advice where they consider it
necessary. All Directors have access to the
Company Secretary, who oversees their
ongoing training and development. The
Executive Directors’ service contracts and
the terms and conditions of appointment of
the Non-Executive Directors are available for
inspection at the Group’s London office and
will also be at the Annual General Meeting.
Brief details of these terms and conditions
are also set out in the Remuneration
Committee Report.
Re-election of Directors
In accordance with the 2018 Code, all Directors
are required to submit themselves for re-
election annually. The last Annual General
Meeting in May 2023 approved the re-
appointment of all seven current Directors
who were directors at that time: Mr Abery,
Mr Boyton, Mr Davidson, Mr Rawlinson, Mr
Rudd, Ms Boggs and Mr Stokes. All seven
Directors in addition to Ms Dhir (appointed on
15 November 2023) will submit themselves for
re-election at the Annual General Meeting in
2024. Biographies of each of the Directors can
be found on pages 58 to 59 of this report.
Meetings and attendance
Details of attendance by each Director at the
principal Board meetings during the financial
year are as follows:
Name Attendance
Jamie Boyton 8/8
Peter Stokes 8/8
Brian Rudd 8/8
David Abery 8/8
Michael Rawlinson 8/8
Catherine (Cassie) Bogg 8/8
Anu Dhir
1
2/2
Alex Davidson 8/8
1 Anu Dhir was appointed with effect on 15 November 2023
Attendance at Board Committee meetings is
set out in the respective Committee reports.
Board activities and focus
Matters reserved for the Board
The decisions which can only be made by the
Board are clearly defined in the Delegation of
Authority, which is approved on a regular basis.
The matters requiring Board approval include,
amongst others:
the Group’s strategy, business plan and
budget – Financial Statements and
reporting (supported by the Audit and
Risk Committee) and operation updates
mergers, acquisitions and disposals of a
material size and nature
material changes to the Group’s structure
and capital
risk management
the payment of dividends
the approval of material Group policies
material contract tenders
material investments.
Board focus
The Board held eight scheduled meetings
during the year. There is frequent
communication between Board members
and with members of Capital’s senior
management outside of the set meeting
dates, in order to stay abreast of business
developments. The principal activities
undertaken by the Board during the financial
year were as follows:
Strategy:
- Reviewing a 3 year strategic plan focused
on continued organic growth across the
businesses, together with the potential for
inorganic growth and other new initiatives.
the Board dedicated one day of our two-day
meeting in November to discussing strategy.
Operational:
Ensuring world class safety standards are
adhered to at all operations with continued
updates from the HSSE Committee
Gained valuable insight into the operations
by undertaking a site visit to the Sukari Gold
Mine in Egypt
Financial:
Approving the budget for the Group
covering the next 12 month period
Approve the Group’s audited and interim
financial statements
Ongoing review of the Group’s capital
efficiency and approach to capital allocation
Declaring interim and final dividends
Leadership and People:
Continually hold the senior management
team to account and ensure appropriate
role responsibilities
Approve the recommendations of the
Remuneration Committee with respect
to appropriate compensation
Overseeing the appointment of Anu Dhir
to the Board
Enterprise Risk Management:
Approved the implementation of an
enhanced approach to risk management
and the Group’s internal control network
ESG:
Approved the recommendations of the
Sustainability Committee to drive continued
focus on sustainability and innovation
Governance:
Ensuring the Group’s robust governance
structures remain appropriate
Approve various policy amendments
and updates
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Board effectiveness,
succession and evaluation
Why our Board is effective
The Board is led by the Chair, who promotes
a culture of openness and debate and is
responsible for the leadership of the Board and
its overall effectiveness. The Chair also facilitates
constructive Board relations and the effective
contribution of all Non-Executive and Executive
Directors, and ensures that Directors receive
accurate, timely and clear information.
The Directors’ biographies and details of
Committee memberships can be found
on pages 58 to 59 of this Report.
Board succession
Capital’s Nomination Committee is responsible
for reviewing the skills, expertise, composition
and balance of the Board on an ongoing basis
as part of the Company’s succession planning.
When considering new appointments, a brief
is prepared and an independent external
search agency is utilized to identify potential
candidates.
Read more about the work of the Nomination
Committee on pages 73 to 74 of this Report.
Board evaluation
The Board annually evaluates the performance
of individual Directors, the Board as a whole
and each of its Committees. In May 2023 the
Board evaluated the performance of the Board
as a whole and each of its Committees in May.
Performance of the individual Directors was
assessed at a two-day Board meeting held
in November, in addition to the Independent
Non-Executive Directors meeting separately
to discuss the performance of the Executive
Directors, followed by a feedback discussion
with the Executive Directors.
Diversity and inclusion
As per the Company’s Workforce Diversity
Policy, Capital remains committed to
improving diversity levels throughout its
workforce, management team and Board,
noting the benefits a broad mix of expertise,
skills and diversity brings to our performance.
Further information on our culturally diverse
workforce can be found on page 37 of this
Annual Report.
As per our Policy, we support the UN Universal
Declaration on Human Rights and respect
diversity of perspectives, skills, experience,
economic status, language, relationship status,
ethnicity, culture, tribal/community tradition,
gender, age, religion, sexual preference, Aids-
HIV status, disability, freedom of association
or any other unique lawful difference between
humans or the societies in which they exist.
Embracing differences ensures we:
are committed to equal employment
opportunity
focus attention on business needs
rather than personal differences thereby
enhancing our productivity and team
performance
reflect the diverse communities in which
we operate
create a competitive advantage in our ability
to collaborate and be flexible across a broad
mix of people in the markets we choose to
operate in.
All employees are entitled to participate in
cross culture training to learn more about the
culture and background of foreign peers and
peers from different tribal/community groups.
We will encourage an organisational culture
that is respectful of individual differences and
are mindful of our goal to create a culture of
engaged high performing employees.
The Nomination Committee continues
to focus on diversity matters at the Board,
Executive Leadership Committee and senior
management levels. Further information can
be found on page 73 of this Annual Report.
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CORPORATE GOVERNANCE REPORT CONTINUED
Listing Rules and Disclosure Guidance and Transparency Rules
The following tables below provide further information in accordance with LR 14 of the Listing Rules as at 31 December 2023:
Gender diversity
Number of board
members
Percentage of the
board
Number of senior
positions on the board
(CEO, CFO, SID and
Chair)
Number in executive
management
1
Percentage
of executive
management
1
Men 6 75% 4 8 80%
Women 2 25% 0 2 20%
Ethnic Diversity
The Company has met the FCA’s diversity target that at least one member of the board should be from an ethnic minority background excluding
white ethnic groups (as set out in categories used by the Office for National Statistics).
Number of board
members
Percentage of the
board
Number of senior
positions on the board
(CEO, CFO, SID and
Chair)
Number in executive
management
1
Percentage
of executive
management
1
White British or other White (including
minority-white groups) 7 87.5% 100 9 90%
Mixed/Multiple Ethnic Groups 0 0% 0 0 0%
Asian/Asian British 1 12.5% 0 0 0%
Black/African/Caribbean/Black British 0 0% 0 1 10%
Other ethnic group, including Arab 0 0% 0 0 0%
1 Executive management includes the Executive Leadership Team and Company Secretary
Whilst the Board acknowledges that the Company has not yet met the UK’s Financial Conduct Authority’s (FCA) diversity targets (being at least
40% of the board members should be female and that at least one of the senior board positions should be held by a woman), improvement has
been made in 2023 with the appointment of Anu Dhir to the Board. The reason for not meeting these targets mainly relates to the historically lower
proportion of women in the resources and mining sectors, and hence already a larger proportion of the Board (and Executive Management) is
comprised of males.
Board effectiveness,
succession and evaluation
continued
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David Abery
Chair of Audit and
Risk Committee
AUDIT AND RISK COMMITTEE (“ARC”) REPORT
Committee membership and
attendance
Name Attendance
David Abery (Chair) 5/5
Michael Rawlinson 5/5
Catherine (Cassie) Boggs
1
3/3
Anu Dhir
2
1/1
Alex Davidson
3
2/2
1 Catherine (Cassie) Boggs was appointed with effect
from 18 May 2023.
2 Anu Dhir was appointed with effect from 15 November
2023.
3 Alex Davidson stood down from the Committee as of
18 May 2023 to ensure that the Committee comprises
of all independent Non-Executive Directors.
We further strengthened
and developed our risk
management in 2023.”
Key activities during the year
Reviewed the Group’s half-year and
annual financial statements, and any
audited accounts, before submission to
the Board, and confirming to the Board
of Directors their opinion that the report
and accounts are fair, balanced and
understandable and contain sufficient
information on the Group’s performance,
business model and strategy
Reviewed accounting matters likely
to impact 2023 year-end results
Evaluated the effectiveness of the
external auditors
Reviewed the progress against the 2023
internal audit plan
Received updates on management’s
new approach to Enterprise Risk
Management (ERM) before approving
and recommending for Board approval,
reviewed the corporate risk register and
challenged management on the findings
Reviewed the Group’s Delegation of
Authority before recommending for
Board approval
Received updates on debt facilities and
cash management within the Group
Received updates on the Group
insurance programme and
associated risks
Reviewed the Group’s tax strategy
and tax position
Received regular updates on fraud
prevention and detection processes
Received regular updates on any
whistleblowing, anti-bribery and
corruption reports
Received half-yearly updates on
Capital’s IT programme and cyber
risk management
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Significant matters and accounting
judgements relating to the financial
statements
The Audit Committee considered the
significant matters set out below and in
all cases considered to what extent areas
of judgement were appropriate. Papers
were presented to the Audit Committee by
management, setting out the relevant facts,
material accounting estimates, and
the judgements associated with each item.
The external auditor provided a summary
report setting out its views on each area
of judgement.
The Committee discussed the papers with
management, challenged all significant areas
of judgement, sought the views of the external
auditor on each matter. The Committee
concurred with the assumptions and
treatment adopted by management in each
area and the related disclosure presented in
the Annual Report and Financial Statements.
During the year there were no instances where
there were any disagreements which could
not be resolved between the Committee and
the Board.
The significant matters that were considered
by the Committee in 2023 in relation to the
financial statements and how these were
addressed were as follows:
Going concern and working capital:
The Group operates in an uncertain
environment and maintaining sufficient cash
headroom for the business is essential.
The Group has a strict budgetary discipline
as well as working capital and cash flow
forecasting tools which enable management
to closely monitor the Group’s working capital
and cash forecasts. The working capital and
cash forecasts are examined on an ongoing
basis by the Committee and Board, and
always when contemplating major capital
expenditure, to enable the Board to report that
the Group remains a going concern.
In addition, the Group upsized its revolving
credit facility by $25 million, upsized the
Macquarie facility and secured a new facility
with CAT Finance. The Committee and Board
are satisfied that this funding approach
will provide sufficient capital to execute
the business’ strategy without negatively
impacting the going concern.
Revenue recognition:
During the year, the Group has secured and
extended long-term drilling and mining
contracts with high-quality customers. More
specifically, the Group entered into a new
full-service mining contract with Fortescue
Metals Group, at its Ivindo Iron Ore Project in
Gabon in June 2023. Management performed
a detailed analysis of IFRS 15 application for the
Ivindo revenue contract and assessed services
provided within the contract, identified
performance obligations, determined the
related transaction price and how this should
be allocated to performance obligations,
and determined when revenue should be
recognised. Based on the assessment of the
steps referred to in IFRS 15, Management
concluded that the revenue recognition
principles recommended by IFRS 15 have been
respected and applied consistently in 2023.
AUDIT AND RISK COMMITTEE (“ARC”) REPORT CONTINUED
The secretary of the Committee is the
Company Secretary.
During the year under review, other attendees
included: representatives from BDO (the
Group’s external auditor), the Executive
Chair, the CEO, the CFO, the Group Financial
Controller, the Head of Tax, and any other
Board members wishing to attend as guests.
The Committee meets as necessary and
at least three times a year. During 2023 the
Committee met five times. It works within the
framework of a detailed annual work plan.
Committee members participate in other
Board Committees, allowing the Committee to
consider the full spectrum of risks faced by the
Group. In line with UK Corporate Governance
Code recommendations, the Board has
confirmed that all members of the Committee
are Independent Non-Executive Directors and
have been appointed to the Committee based
on their individual financial and significant
experience relevant to the mining sector.
The Committee meetings also provide
the opportunity for the Independent Non-
Executive Directors to meet privately with BDO
without management present. There were no
concerns raised for FY23.
The Committee’s Charter was reviewed and
re-approved during the year. Further details of
the Committee’s responsibilities can be found
on the Company’s website.
Role of the Committee
Monitoring the Group’s financial reporting
procedures
Reviewing the integrity of the Group’s
financial statements, challenging significant
financial and other judgements
Discussing with the Group’s auditors any
issues and reservations arising from the
interim review and year-end audit
Reviewing the adequacy and effectiveness
of the Group’s risk management and
internal control systems
Advising the Board on the emerging
and principal risks facing the Company
(including those that would threaten its
business model, future performance,
solvency or liquidity and reputation), the
identification of emerging risks and the
management and mitigation of such risks
Reviewing the requirement for an internal
audit
Reviewing the independence and
objectivity of the external auditor,
assessing its effectiveness
Reviewing the Group’s fraud prevention
and detection processes
Reviewing the Group’s whistleblowing
procedures
Assisting in the selection of a CFO
The Committee undertakes these significant
tasks on behalf of the Board and provides
independent oversight on financial matters.
This also frees the Board’s available time to
focus on strategic matters in line with its duties
and responsibilities and matters reserved.


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AUDIT AND RISK COMMITTEE (“ARC”) REPORT CONTINUED
Taxation:
The Group operates in multiple jurisdictions
with complex legal, tax and regulatory
requirements. In certain of these jurisdictions,
the Group has taken income tax positions
that management believes are supportable
and are intended to withstand challenge
by tax authorities. Some of these positions
are inherently uncertain and include
those relating to transfer pricing matters
and the interpretation of income tax laws.
Management periodically reassesses its tax
positions and presents these assessment
updates to the Committee for consideration
and approval. In particular, the Committee
assessed the positions concerning the claims
of the Ivory Coast and Mali tax authorities.
The Committee is satisfied with
management’s estimates and assumptions.
The Committee takes into account the views
and experience of the external advisors but
accepts that responsibility for such matters lies
with management and, ultimately, the Board.
Asset impairment and inventory valuation:
The Group reviews the carrying amounts of its
assets and inventory annually. Management
performed a detailed analysis in terms of IAS
36, Impairment of Assets and IAS 2, Inventories
to assess the carrying amounts of the Group’s
assets and inventories. The Committee
is satisfied with management’s estimates
and assumptions.
Recoverability of Trade Receivables:
The Group carried trade receivables of $49.6m
(2022: $41.5m) at year end, net of an expected
loss provision of $4.7m(2022: $3.0 m). The
provision for expected credit losses represents
management’s best estimate at the Balance
Sheet date. A number of judgements are
made in the calculation of the provision,
primarily the existence of any disputes, recent
historical payment patterns and the debtors’
financial position. Further details can be found
in Note 17 to the financial statements.
Recoverability of VAT receivables:
The Group holds $7.6 million (2022: $6.5 million)
of VAT receivables at year end that is owed by
fiscal authorities in a number of jurisdictions.
In assessing the recoverability of the VAT
receivables, the Group assessed the ECL on
the VAT amounts owed based on current
and historic correspondence with the relevant
fiscal authorities and consultations with local
tax experts.
External auditor independence:
The Company’s policy is to tender the
external audit every ten years. The last audit
tender was undertaken in 2019 when BDO
United Kingdom (BDO) were appointed as
auditors to the Group. The effectiveness of the
external audit process is largely dependent
on appropriate audit risk identification at the
commencement of the audit process. BDO
prepared a detailed audit plan, identifying
key risks which in 2023 included identifying
and assessing the risks of management
accounting of uncertain tax positions
revenue recognition, accounting of tax
positions, valuation of inventories, valuation
and existence of PPE, accounting for lease
liabilities, valuation of trade receivables,
recoverability of VAT receivables, going concern
and impact of climate change and related
disclosures. In forming its assessment of the
effectiveness of the overall audit process , the
Committee considered the FRC’s Audit Quality
Review report on BDO LLP, received formal
presentations regarding the proposed audit
strategy, met separately with the Audit Partner
without members of management present
and the Committee Chair met separately with
the Audit Partner to discuss the audit strategy
in detail, with the Committee Chair reporting
back to the Committee after doing so. These
forums enabled the Committee to assess
the extent to which the audit strategy was
considered to be appropriate for the Group’s
activities and addressed the risks the business
faces, including factors such as independence,
materiality, the auditors’ risk assessment versus
the Committee’s own risk assessment, the
extent of the Group auditors’ participation
in the subsidiary component audits and the
planned audit procedures to mitigate risks.
The Committee assesses the effectiveness of
the audit process in addressing these matters
semi-annually. In addition, the Committee
seeks feedback from management on the
effectiveness of the audit process. For the 2023
financial year, management was satisfied
that there had been appropriate focus and
challenge on the primary areas of audit risk
and assessed the quality of the audit process
to be good. The Committee concurred with
the view of management and did not consider
it necessary to request the auditors to look at
any specific areas. The external auditor and
Committee have the opportunity at the end
of a Committee meeting to speak privately
without management to ensure that no
restriction in scope has been placed on the
external auditor by management. Informal
meetings are also held from time to time
between the Chair of the Committee and the
external audit partner and did not consider it
necessary to request the auditors to look at any
specific areas.
Provision of non-audit services
The Committee requires that any non-audit
services to be performed by the external
auditors are formally approved in advance of
the service being undertaken. Audit-related
services do not require pre-approval and
encompass actions necessary to perform
an audit, including areas such as providing
comfort letters to management and/or
underwriters; and performing regulatory
audits. The provision of any non-audit services
requires pre-approval and is subject to
careful consideration, focused on the extent
to which provision of such non-audit service
may impact the independence or perceived
independence of the auditors. The auditors are
required to provide details of their assessment
of the independence considerations, as
well as measures available to guard against
independence threats and to safeguard the
audit independence.
Systems of risk management and
internal control
The Board has ultimate responsibility for the
Group’s systems of risk management and
internal control, including those established
to identify, manage and monitor risks
throughout 2023.
The system of internal controls is vital in
managing the risks that face the Group
and safeguarding shareholders’ interests.
The Group’s internal controls are designed
to manage rather than eliminate risk as an
element of risk is inherent in the activities
of a mining services company.


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AUDIT AND RISK COMMITTEE (“ARC”) REPORT CONTINUED
The Board’s obligation is to be aware of
the risks facing the Group, mitigate them
where possible, insure against them where
appropriate and manage the residual risk
in accordance with the stated objectives
of the Group. In pursuing these objectives,
internal controls can only provide reasonable
and not absolute assurance against material
misstatement or loss.
The effectiveness of the Group’s system of
internal controls is reviewed annually by the
Committee. The Committee’s assessment
includes a review of the major financial and
non-financial risks to the business and the
corresponding internal controls. Where
weaknesses or opportunities for improvement
are identified, clear action plans are put in
place and implementation is monitored
by senior management and the Executive
Directors. The Committee reported to the
Board that following such review, it considered
the internal controls in respect of the key risks
that face the Group to be appropriate.
In 2023, the Company enhanced and refreshed
its approach to risk management. The Head
of Tax reports to the Committee on strategic
risk issues and oversees the Group’s enhanced
risk management framework; he provides
senior management leadership and oversight
of the Group’s risk management framework.
This acts as a link between the ARC and the
business in relation to the management of
risk. Information on how the Group identifies,
manages and monitors risks, including a
description of the principal aspects of the
Group’s systems of risk management and
internal controls and the risk management
framework, is set out on pages 27 to 30.
As the Group’s risk management and internal
control systems mature, the Committee
will continue to review the adequacy and
effectiveness of these systems.
Whistleblowing
As mentioned on page 65 of the Corporate
Governance Report, any reports of
whistleblowing are handled by the Senior
Independent Director/Chair of Audit
Committee. There were no reports during
the course of 2023.
Approval
This report was approved by the Board of
Directors on 14 March 2024 and signed
on its behalf by:
David Abery
Chair of Audit and Risk Committee


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David Abery
Chair of
Nomination
Committee
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NOMINATION COMMITTEE REPORT
Committee membership and
attendance
Name Attendance
David Abery 3/3
Michael Rawlinson 3/3
Catherine (Cassie) Boggs 3/3
Alex Davidson
1
1/1
Anu Dhir2
0/0
1 Alex Davidson stood down from the Committee as of 18
May 2023 so as to ensure that the Committee comprises
of all independent non-executive directors.
2. Anu Dhir became a member of the Committee on
15 November 2023
Key activities during the year
Monitoring shareholder feedback from
investors and proxy advisers on the
shareholder resolutions tabled at the
2023 AGM
Led a consultation process in
accordance with provision 4 of the UK
Corporate Governance Code following
the voting results at the 2023 Annual
General Meeting
Reviewed Board Committee
composition
Reviewed the independence of all
Directors, making recommendations
to the Board
Led and managed the global search for
an Independent Non-Executive Director,
leading to the appointment of Anu Dhir
Interviewed and considered potential
Board candidates
Deepened its understanding of the
development of a diverse pipeline
for succession of Directors and
Committee roles
Board and Committee evaluation
Shareholder engagement
was an important focus for
the Committee in 2023.
Chair’s introduction
At the Company’s Annual General Meeting in
May 2023, from the proxy results, it became
apparent that shareholders no longer
perceived Alex Davidson to be independent
in terms of provision 10 of the UK Corporate
Governance Code, given the length of his
tenure on the Board. Whilst he achieved 71.03%
(in favour of re-election) for the resolution to be
passed, the 28.97% votes against surpassed the
threshold of twenty per cent.
At the recommendation of the Nomination
Committee and agreed unanimously by the
Board, Mr Davidson immediately stepped
down from the Audit & Risk, Remuneration
and Nomination Committees so as to ensure
that each of these governance committees
comprised of independent Non-Executive
Directors.
The Company consulted with its significant
shareholders and received feedback that
concerns had been addressed.
As reported in last year’s Annual Report,
the Committee was mindful of the targets
under the new Listing Rule 9.8.6 which came
into force for periods commencing on or
after 1 April 2022 and addressing the new
requirements was a key priority during the
year. An independent executive search firm
was appointed to assist the Company in
carrying out this search.
Following the completion of this process, I am
delighted to welcome Anu Dhir to the Board.
Having joined in November 2023, she further
strengthens our Board capabilities with a
wealth of experience in the resources sector
both in Africa and also across the Americas
where Capital’s business is now growing
strongly. Anu has joined the Company’s Audit,
Nomination, and Sustainability Committees
as an independent member of each. Further
details on Anu’s background can be found on
page 59.


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NOMINATION COMMITTEE REPORT CONTINUED
Board appointment process
Role requirements
A set of objective criteria for the role including the skills and attributes required was prepared.
Tender for external recruitment agency
An executive search firm was invited to tender to assist the Board with the search of this
appointment. The agency, London Search Associates, has no connection with the Company or
any of its directors, but was chosen given its successful recruitment of our Chief Executive Officer,
Peter Stokes in 2022.
Candidate search
London Search Associates was then instructed to facilitate the search and identify a diverse
long-list of potential candidates.
Interview process
A short-list of candidates was selected and undertook an interview process by a combination
of the Senior Independent Director and the Executive Chair. Those invited for a second interview
then met each Board member.
The Nomination Committee recommended to the Board the appointment of the successful
candidate.
Approval
Due diligence and references were also carried out. Time commitment of the candidate was also
considered so as to ensure the candidate has sufficient time to devote to Capital. The Nomination
Committee recommended its preferred candidate of choice to the Board for approval.
The Company Secretary and Head of Human Resources were then tasked with the formalities.
Induction process
Upon joining the Board, Ms Dhir had an
induction to assist her in becoming effective
in the role as quickly as possible. The
Company Secretary put an induction pack
together in consultation with the Senior
Independent Director which included:
Company Bye-Laws, Delegation of Authority,
Board Charter, Committees’ Terms of
Reference, Memorandum on Key Duties and
Responsibilities of PLC Directors, key Corporate
Policies (including Share Dealing Code, Code
of Conduct and Anti-Corruption & Bribery
Policy), access to the Board portal for historical
Board and Committee papers and latest group
structure chart.
A week after joining the Company, Ms Dhir
attended an in-person two-day Board meeting
in London, where she met the entire Board
in person, in addition to a number of senior
management representatives
Annual evaluation
This year’s evaluation was performed by the
Committee in person. This concluded that
the Committee remains effective. It was also
considered important continue to focus on
succession planning and diversity across
all levels.
The Committee reviewed the performance
of the Executive Directors and reported its
conclusions to the remaining Board members.
The Senior Independent Director led the
review of the performance of the Executive
Chair which included obtaining feedback from
the Board. The outcome of the review was
reported to the Chair, Mr Boyton.
Approval
This report was approved by the Board of
Directors on 14 March 2024 and signed on its
behalf by:
David Abery
Chair of the Nomination Committee
The secretary of the Committee is the
Company Secretary. During the year under
review, other attendees also included the
Executive Chair.
The Committee’s Charter was reviewed and
re-approved during the year. Further details of
the Committee’s responsibilities can be found
on the Company’s website.
Role of the Committee
Providing a formal, rigorous and transparent
procedure for the appointment of new
Directors to the Board
Maintaining an effective succession plan
for the Board and senior management
Reviewing annually the independence
of the Non-Executive Directors
Monitoring conflicts of interest
Overseeing the development of a diverse
pipeline for succession to these bodies
Evaluating and overseeing the balance of
skills, knowledge, experience and structure
(including gender and diversity) on the
Board and its Committees
Appointment of Anu Dhir as an
Independent Non-Executive Director
The Chair of the Nomination Committee
(also Senior Independent Director) led
the search together with support from
the Executive Chair and the Nomination
Committee. The table summarises the
process, the outcome of which culminated
in the recommendation to the Board to
approve the appointment of Anu Dhir.


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Catherine (Cassie) Boggs
Chair of Sustainability Committee
SUSTAINABILITY COMMITTEE REPORT
Committee membership and
attendance
Name Attendance
Catherine (Cassie) Boggs 3/3
Alex Davidson 3/3
Anu Dhir
1
1/1
Peter Stokes 3/3
Jamie Boyton 3/3
1 Anu Dhir became a member of the Sustainability
Committee on 15 November 2023
While the Sustainability Committee is
expected to make recommendations,
the ultimate responsibility for establishing
the Group’s Sustainability Committee
policies remains with the Board
Reviewing the Group’s exposure to ESG
risks and advise the Audit & Risk Committee
(ARC) of any material non-financial risks
identified and any business ethics issues
identified which are relevant to the role
of the ARC
Committee Chair’s introduction
Safety and sustainability have always been
important to our business. Recognising the
growing importance of further enhancing
transparency and reporting around our
approach to sustainability. We will soon
be publishing our inaugural standalone
sustainability report. This process has so far
involved conducting a materiality assessment
to better understand Capital’s most important
sustainability-related topics; these were
approved by the Sustainability Committee
and will be used to inform further strategy
development as well as forming the basis
of our reporting efforts.
Having reported in line with the
recommendations of TCFD in 2022 for the first
time, we are pleased to have made further
progress with our level of disclosure in 2023.
Our management teams keep the Committee
appraised of sustainability-related activities,
initiatives, risks and opportunities and
performance throughout the year, as well
as evolving regulatory requirements such
as recently published IFRS S1 and S2.
Sustainability Committee meeting
presentations and content are prepared
and collated for review by Capital’s Group
Sustainability Manager.
The secretary of the Committee is the
Company Secretary. During the year under
review, other attendees also included the
Chief Financial Officer.
The Committee’s Charter was reviewed and
re-approved during the year. Further details of
the Committee’s responsibilities can be found
on the Company’s website.
Role of the Committee
Responsible for assisting the Board in
developing and making recommendations
in connection with the Company’s strategy,
standards, processes and approach to
environmental, social and governance
matters that could affect the business
activities, assets, performance and
reputation of the Company (collectively,
“ESG”) and for the Company’s ongoing
sustainable development.
Reviewing the corporate policies and
monitoring their implementation relating
to responsible and ethical business
practice and our proactive risk
management approach
Reviewing external reporting of
sustainability performance and non-
financial reporting requirements
Key activities during the year
Overseeing progress against the 2022 and
2023 sustainability-related workstreams
including:
Reviewed findings and
recommendations from Geita and
Bulyanhulu site assessments
Reviewed and overseeing outcomes
from TCFD scenario analysis
Reviewed the TCFD disclosures in the
FY23 financial statements
Reviewed and approving 2023
materiality assessment results
Reviewed and agreeing the approach
to external reporting of sustainability
performance, with a stand-alone
sustainability report.
Reviewed charter and policies for
recommendation to Board for approval
Approval
This report was approved by the Board of
Directors on 14 March 2024 and signed on its
behalf by:
Catherine Boggs
Chair of Sustainability Committee
+ See Sustainability section
on pages 32 to 53 for more information.


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Michael Rawlinson
Chair of Remuneration Committee
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This report has been prepared by the
Remuneration Committee (the “Remuneration
Committee” or the “Committee”) and
approved by the Board.
The Code recommends that the majority of
members of the Remuneration Committee
should be Independent Non-Executive
Directors. All Committee members were
considered to be Independent Non-Executive
Directors during the period under review and
therefore the Group complied with the Code
for smaller listed companies.
Mr Rawlinson, as Chair of the Remuneration
Committee, is considered to be an
Independent Non-Executive Director.
In addition, Mr Rawlinson exceeds the
required 12 months serving on a remuneration
committee prior to his appointment. The
Board is satisfied that Mr Rawlinson has
appropriate and relevant experience for the
Chair of the Remuneration Committee.
Dear shareholders,
I am pleased to present the report of the
Remuneration Committee in my capacity as
Chair of the Committee.
The Remuneration Committee sets the
remuneration packages for the Executive
Directors, including base salary, bonuses, and
other incentive compensation payments and
awards. It approves the policy and framework
proposals made by the Executive Directors
in respect of the remuneration for the
executive leadership team of the Group. The
Remuneration Committee further approves
all share and option grants. The Remuneration
Committee is assisted by the Company
Secretary and takes advice as appropriate from
external advisers. Since 2018, the Company
has taken advice on remuneration from
h2glenfern Remuneration Advisory on an
ad hoc basis which has no connection with
the Company nor with any of its Directors.
Independent judgement is exercised when
evaluating the advice of external third parties,
and when receiving views from Executive
Directors and senior management.
The annual report on remuneration sets out
the remuneration outcomes and decisions
made for the year and follows the description
of policy.
Performance in year 2023
As set out earlier in this Annual Report, the
Company performed strongly in 2023.
Full year revenue increased by 10% reaching
$318.4 million (2022: $290.3 million), adjusted
EBITDA also increased, rising by 6% to $91.8
million (2022: $86.4 million) with adjusted
EBITDA margins remaining strong with a
margin of 29% (2022: 30%).
The Remuneration Committee is satisfied that
the Group delivered a robust performance
for the year despite operating in challenging
market conditions. This is the fourth
consecutive year Capital has delivered growth
in revenue, evidence of the success of several
strategic changes that have positioned the
Company well. Capital’s drilling business saw
new high-quality contracts including a new
three-year drilling services contract at FMG’s
majority owned Ivindo Iron Ore SA project
in Gabon and multiple material contract
renewals on major mine sites.
The Group also secured a new comprehensive
drilling services contract with Nevada
Gold Mines USA, extending our drilling
presence into North America. Additionally,
Capital’s mining business was awarded its
second material mining services contract,
also at Ivindo Iron Ore SA . Furthermore,
Capital’s laboratory business, MSALABS has
progressed on its expanded partnership
with Chrysos Corporation, becoming the
largest international distributor of Chrysos
PhotonAssay™ technology across its global
network as well as being awarded its largest
contract in its history with Nevada Gold Mines.
REMUNERATION COMMITTEE REPORT
Committee membership and
attendance
Name Attendance
Michael Rawlinson (Chair) 3/3
David Abery 3/3
Catherine (Cassie Boggs)
1
3/3
Alex Davidson
2
2/2
1 Catherine (Cassie) Boggs was appointed with effect
from 18 May 2023
2 Alex Davidson stood down from the Committee as of
18 May 2023 to ensure that the Committee comprises
of all independent non-executive directors.


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REMUNERATION COMMITTEE REPORT CONTINUED
Decisions in year
In 2023, the Executive Chair (Jamie Boyton)’s
base salary was $400,000 per year
(effective 1 April), the base salary of the CEO
(Peter Stokes) was $500,000 per year (effective
1 April) and the Executive Director (Brian Rudd)’s
salary remained unchanged $360,000 per year.
Reflecting the agreed performance targets
achieved relating to EBIT, Return on Capital
Employed, Safety and Sustainability metrics,
the Remuneration Committee determined to
award a scheme bonus payment in respect
of 2023 of 63% of maximum entitlement to all
Executive Directors, being 94.5% of salary to the
Executive Chair and the CEO, and 57% of salary
to the Executive Director (Brian Rudd),
as detailed later in this report.
The Company made grants of LTIP awards
under the long-term incentive structure to the
Executive Chair, Chief Executive Officer and
Executive Director (Brian Rudd) in 2023. The
Company intends to make a further grant in
the first half of 2024. The structure of these
awards is disclosed in further detail later in
this report.
The Committee believes the policy operated
as intended in terms of company performance
and quantum during 2023.
Remuneration in 2024
There will be no significant changes to the
structure of Executive remuneration in 2024.
This remuneration report contains additional
disclosures in response to comments made
by proxy advisers in relation annual bonus
payments including the level of payout for on
target performance, bonus leaver provisions as
well as more information on personal targets
and performance against those targets. Under
the policy table, we set out information on how
we consider remuneration in the context of
shareholder experience.
The Remuneration Committee welcomes all
shareholder feedback on remuneration and
will continue with its approach of shareholder
consultation where significant changes
are considered. No significant changes are
proposed for 2024.
Michael Rawlinson
Chair of the Remuneration Committee
2023 Annual General Meeting
At our Annual General Meeting in May 2023,
149.2m shares were voted to approve the
resolution on remuneration (98.6% of votes
cast) with 2.2m shares voted against the
resolution (1.4%) and 1.5m votes withheld.
The Remuneration Committee was pleased
with the level of support for the resolution and
pleased that proxy advisers recommended
shareholders vote in favour of the resolution.
The Committee considered all comments
made by proxy advisers and sets out its
thinking, including steps it has taken in
response to those comments below.
The Company is not required to put its
Remuneration Policy to a binding shareholder
vote as it is not UK-incorporated. The Company
sees that the annual resolution on its
Remuneration Report provides an appropriate
and effective mechanism for shareholders
to express their views on remuneration given
the Company’s current size and dynamic
growth phase.
The Company sees that for its long-term
incentive awards, the combination of total
shareholder return (TSR) and earnings
per share (EPS) remains appropriate given
the Company’s profile and outlook.
From 2024, the Company has introduced
a shareholding guideline for its Executive
Directors as set out in the policy table below.
The Company has amended the terms of its
2019 Long-Term Incentive Plan Rules so that
the default position is that awards held by
good leavers who leave before the normal
vesting date will vest on the normal vesting
date (and subject to performance and time
pro-rating) rather than at cessation.


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Remuneration Policy
The Group’s policy on Directors’ remuneration has been set with the objective of attracting, motivating and retaining high calibre Directors, in a manner that is consistent with best practice and
aligned with the interests of the Group’s shareholders. The policy on Directors’ remuneration is that the overall remuneration package should be sufficiently competitive to attract and retain
individuals of a quality capable of achieving the Group’s objectives. Remuneration policy is designed such that individuals are remunerated on a basis that is appropriate to their position, experience
and value to the Company.
The main components of the remuneration policy for the years ending 31 December 2023 and 2024 and how they are linked to and support the Company’s business strategy are summarised below.
Element Link to remuneration policy/strategy Operation Maximum opportunity Performance metric
Base Salary Core element of remuneration.
To set at a level which is sufficiently
competitive to recruit and retain individuals
of the appropriate calibre and experience.
Basic salary is reviewed annually as at
1 January with reference to Company
performance; the performance of the
individual Executive Director; the individual
Executive Director’s experience and
responsibilities; and pay and conditions
throughout the Company.
May be paid in different currencies as
appropriate to reflect their geographic
location.
There is no prescribed maximum annual
base salary or salary increase.
The Committee is guided by the general
increase for the broader employee
population, but has discretion to decide to
a lower or a higher increase.
The Committee considers individual
and Company performance when setting
base salary.
Other Benefits To help recruit and retain high performing
Executive Directors.
To provide market competitive benefits.
Except for medical and life insurance, the
Company does not provide any fringe
benefits or pensions to Executive Directors,
other than to comply with local statutory
requirements.
The CEO and Executive Director (Brian
Rudd) are based in Australia and receive
superannuation at 10.5% of salary in line
with Australian legislation which forms part
of their base salary.
N/A
Annual bonus /
Short Term Incentive
Plan (STIP)
To incentivise the achievement of a range
of short-term performance targets that are
key to the success of the Company.
To align the interests of the Executives,
the Executive Leadership Team (ELT) and
shareholders to the full year targets.
Parameters, performance criteria,
weightings and targets are set at the start
of each year.
Bonuses can be paid to the Executive
Directors and ELT to support the
achievement of annual operational,
financial, strategic and personal objectives.
Payments are made in cash and shares
following completion of the year subject
to the Committee’s assessment of
performance against targets and other
matters it deems relevant.
Any bonus is subject to achieving
agreed KPIs. 50% of any bonus is settled
immediately in cash, 50% is awarded in
shares and deferred for one year.
Annual bonus awards are subject to malus
and clawback provisions.
The maximum bonus opportunity for the
Executive Chair and CEO is 150 % of salary
for stretch performance with 100% of salary
paid for on-target performance.
The maximum bonus opportunity for the
Executive Director (Brian Rudd) is 90%
of base salary for stretch performance
with 60% of salary paid for on-target
performance.
Levels of performance required for on-
target performance are set at appropriately
challenging levels to justify stretch payouts
of 50% of target bonus.
There is no ability for the Company to
pay discretionary bonuses above the
stated maxima.
For the Executive Chair and CEO, 100%
of the bonus is subject to corporate and
financial performance objectives. For
the Executive Director (Brian Rudd) and
other members of the ELT, 80% is subject
to corporate and financial performance
objectives, with the remaining 20% based
on individual performance targets.
The annual bonus structure contains
financial, strategic, sustainability and HSSE
underpin target metrics whereby the
Remuneration Committee can determine
that no bonus is to be paid if the underpin
targets are missed.


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Element Link to remuneration policy/strategy Operation Maximum opportunity Performance metric
Long-term incentive
awards
To support retention, long-term
performance and increase alignment
between the Executive Directors, ELT and
shareholders.
The Company intends to make awards
under this structure annually.
The Executive Chair, Executive Directors
and senior members of the ELT are eligible
to receive awards under the Long-Term
Incentive Plan (LTIP) at the discretion of
the Committee.
Awards are granted as nil cost options or
conditional awards which vest after three
years subject to the meeting of objective
performance conditions specified at award.
Awards to Executive Directors have an
additional two- year holding period post
the three-year vesting period.
LTIP awards are subject to malus and
clawback provisions.
Each of the Executive Directors will receive
two performance share awards each year.
The initial award will have a face value of
up to 100% of salary for the Executive
Chair and CEO, and 60% of salary for the
Executive Director (Brian Rudd), and
have performance conditions pitched at
conventional levels. The second award
will have a face value of up to a further
100% of salary for the Executive Chair and
CEO, and a further 60% of salary for the
Executive Director (Brian Rudd), and have
performance conditions set in excess of
conventional levels.
Performance conditions are set by the
Committee at the time of award and are
currently based on TSR compound growth
and adjusted EPS compound growth, both
measured
once at the end of the three-year period.
25% of the award will vest at threshold
and 100% of the award will vest at
stretch performance.
The Committee may vary the type,
weighting and pitching of performance
targets each year.
Shareholding
requirement
Aligns Executive Directors’ interests with
those of shareholders.
Encourages Executive Directors to achieve
the Company’s long-term strategy and
create sustainable stakeholder value.
Executive Directors are required to
accumulate a personal shareholding in
the Company. The level of shareholding
expected is set at 150% of salary to be
achieved within 5 years from appointment.
The shareholding includes beneficially
owned shares, vested LTIPs on an after-tax
basis and bonuses deferred into shares on
an after-tax basis.
The Chair and Executive Director (Brian
Rudd)’s shareholdings are currently many
multiples of their salaries.
- -
Non-Executive
Director
remuneration
To attract and retain high calibre
Non-Executive Directors with the
necessary experience.
To provide fees appropriate to time
commitments and responsibilities
of each role.
Non-Executive Directors are paid a
basic fee. An additional fee is paid to
the Senior Independent Non-Executive
Director to reflect the additional time and
responsibility, and to the Chair of each
Committee for the same reason.
Fee levels reflect market conditions and are
reviewed annually on 1 January each year.


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Service contracts
The Executive Directors’ employment
service contracts have no specified term.
No Director has a service contract containing
more than six months’ notice period or with
pre-determined compensation provisions
upon termination exceeding six months’
salary. It is the Company’s policy that, except
where prescribed by law, there should be no
automatic entitlement to bonuses in the
event of an early termination.
Non-Executive Directors have entered into
letters of appointment with the Group, for an
initial three-year period, thereafter renewable
on the agreement of both the Company
and the Non-Executive Director. The notice
period under the letters of appointment is
three months.
Policy on recruitment
When hiring a new Executive Director,
the Committee will consider the overall
remuneration package by reference to the
remuneration policy set out in this report.
External appointments
The Company recognises the proposition
that Executive Directors could become fee
earning non-executive directors of other
companies and that such appointment can
broaden their knowledge and experience to
the benefit of the Company. In their contracts
of employment, the Executive Directors
have covenants not to compete during their
employment (including directorships) unless
the Board consents in writing.
Consideration of employment conditions
elsewhere in the Company in developing
policy
In setting the remuneration policy for
Executive Directors, the pay and conditions
of other Group employees are taken into
account. The Committee is provided with
data on the remuneration structure for
senior members of staff below the Executive
Director level and uses this information to
ensure consistency of approach throughout
the Group. The Committee does not directly
engage with the workforce on executive
remuneration but, as mentioned on page
56 in the Executive Chair’s introduction
to governance, the workforce has the
opportunity to raise any issues (including those
on executive remuneration) in the employee
engagement initiatives. As mentioned
elsewhere in this report, the Company
welcomes and encourages a transparent
culture.
Consideration of shareholder views
Shareholder views are considered when
evaluating and setting remuneration strategy.
Opportunities to discuss the remuneration
strategy are available during investor calls as
well as by voting on the report at the AGM.
Consideration of stakeholder experience
Ongoing engagement with our stakeholders
remains a priority and is critical to Capital’s
success as detailed elsewhere in this Annual
Report. When formulating the Company’s
strategy, the Executive Directors consider
the longer-term and broader consequences
and implications of its business on key
stakeholders. The Committee considers views
expressed by stakeholders and the experience
of stakeholders when evaluating and setting
remuneration strategies and taking decisions
on remuneration.
Annual bonus / STIP – leavers, malus and
clawback provisions
The STIP will generally lapse in full if the
employee leaves before the grant date of
the award, although partial exceptions for
good leavers may be made at the discretion
of the Remuneration Committee. The STIP
award is subject to malus and clawback.
If it is determined that there has been a
material overpayment as a result of a material
misstatement of results or an error in assessing
the achievement of the performance
condition, a serious breach of the Company’s
code of ethics or a serious health and safety
issue has occurred, the Company may require
that any awards held which have not vested
lapse in whole or in part immediately. The
Company may require executives to repay the
after-tax value of some or all vested awards
received during that period.
LTIP – leavers, malus and clawback provisions
Awards are governed by the rules of the
LTIP scheme at the time of award. Unless
individuals are deemed good leavers, awards
will lapse on cessation of employment. In
the case of good leavers, awards will vest on
the date of cessation normally subject to the
application of performance conditions and
time pro-rating.
LTIP awards are subject to malus and clawback
provisions up to three years from the date
of determination of awards in the event of
a material misstatement of results of the
Company or Group or error in assessing the
achievement of the performance conditions,
a serious breach of the Company’s code of
ethics or a serious health and safety issue.


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REMUNERATION COMMITTEE REPORT CONTINUED
For 2023, corporate and financial objectives were weighted 45% EBIT, 20% Return on Capital Employed (ROCE), 20% on safety (HSSE TRIFR) and 5% Sustainability (nationalisation).
The table on the following page sets out the breakdown of the total award:
% of Group Target Metrics Threshold On Target Stretch Level achieved
Pay out (% of maximum
entitlement)
EBIT 45% $59.8m $64.4m $68.8m $60.6m 39%
ROCE 20% 17.5% 20.0% 22.5% 20.5% 73%
Strategic: Labs (50% on number of labs) 2.5% 4 5 6 7 100%
Strategic: Labs (50% on number of revenue) 2.5% $40.0m $44.0m $48.0m $38.4m 0%
Strategic: Mining 5% $15.0m $30.0m $50.0m $30.0m 67%
HSE TRIFR 20% 1.42 1.14 0.95 0.75 100%
Sustainability (nationalisation) 5% 91.3% 91.8% 92.3% 92.4% 100%
Weighted total – % of maximum entitlement 63%
The Executive Director (Brian Rudd)’s personal performance targets related to international business development. Brian Rudd performed strongly against these targets. Achievements included
new business awards expanding into new regions such as USA resulting in the award of 9 drill rigs with revenue of $35m per year, Gabon with a significant contract across both drilling, mining
and crushing services, and other regions covering both drilling and mining. In light of the strong performance of the Group during the year, bonuses were awarded to the Executive Chair at 63% of
maximum entitlement being 94.5% of salary, the CEO at 63% of maximum entitlement being 94.5% of salary and to the Executive Director (Brian Rudd) (comprised of 63% of maximum entitlement
for Group target metrics and 63% of maximum entitlement for performance against Group target metrics and 63% of maximum entitlement for performance against personal targets) being 57%
of salary.
Of the $401,565 bonus awarded to Jamie Boyton, the $460,618 bonus awarded to Peter Stokes and the $204,089 awarded to Brian Rudd, 50% is payable in cash in March 2024 and 50% payable
in shares in March 2025.
ANNUAL REPORT ON REMUNERATION
This section of the remuneration report contains details of how the Company’s remuneration policy for Directors was implemented during the financial year ended 31 December 2023.
From 1 April 2023, the salary of the Executive Chair was $400,000 reflecting his time commitment of 4 days per week. Also from 1 April 2023, the salary of the Chief Executive Officer was $500,000 and
the salary of the Executive Director (Brian Rudd) remain unchanged at $360,000.
In 2023, the bonus maximums for stretch performance for the Executive Chair, Chief Executive Officer and the Executive Director (Brian Rudd) are 150%, 150% and 90% of salary respectively with 100%,
100% and 60% of salary respectively for on-target performance. Levels of performance required for on-target performance are set at appropriately challenging levels to justify stretch payouts of 50% of
on target bonus.
Of this, for the Executive Chair/CEO, the entire bonus is based on corporate and financial performance objectives. For the Executive Director, (Brian Rudd), 80% of the maximum bonus opportunity
is subject to corporate and financial performance objectives with the remaining 20% based on individual performance targets.


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The Company made grants of LTIP awards under the long-term incentive structure to the Executive Chair, Chief Executive Officer and Executive Director (Brian Rudd) in June 2023. Each individual
was granted two separate awards (LTIP 1 and LTIP 2) as detailed in the share options table below for the performance period of January 2023 to December 2025. All awards vest after three years
subject to performance targets. LTIP 1 awards are subject to two performance targets each covering 50% of the award: a TSR compound growth condition and an adjusted EPS compound growth
performance condition, both measured once at the end of a three-year period. For both conditions, the threshold vesting target, at which 25% of the relevant portion of an award vests, was 8%
compound annual growth with full vesting at 15% compound annual growth rate (CAGR).
LTIP 2 awards are solely subject to a TSR compound growth condition measured at the end of a three-year period. The threshold vesting target, below which 0% of the relevant portion of an award
vests, was 15% compound annual growth with 100% vesting if 25% compound annual growth is achieved.
All awards to Executive Directors are subject to a two-year holding period post vesting.
The remuneration of the Executive and Non-Executive Directors showing the breakdown between elements and comparative figures is shown below.
Figures in $’000 2023 2022
Salary / fees Bonus in cash Bonus in shares LTIP 2020 Total Salary / fees Bonus in cash Bonus in shares LTIP 2019 Total
Current Executive Directors
Jamie Boyton 425 201 201 580 1,407 500 353 353 862 2,068
Peter Stokes 487 230 230 947 112 56 56 224
Brian Rudd 360 102 102 287 851 360 153 153 427 1,093
Non-Executive Directors
David Abery 105 101 101
Catherine (Cassie) Boggs 92 88 88
Alex Davidson 92 88 88
Michael Rawlinson 112 108 108
Anu Dhir
1
9 N/A N/A N/A N/A N/A
1 Anu Dhir was appointed to the Board on 15 November 2023 and as a result, her fees have been pro-rated
REMUNERATION COMMITTEE REPORT CONTINUED


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The value of the LTIP in 2023 relates to the vesting of the 2020 LTIP awards, and the value has been calculated by multiplying the number of awards which vested by the (20-day VWAP) share price
of 96.5p as at the vesting date of 31 December 2022. Of the 2020 LTIP value of $580,000 for Jamie Boyton, $220,000 is attributable to share price appreciation. Of the LTIP value of $287,000 for Brian
Rudd, $109,000 is attributable to share price appreciation.
Non-Executive Remuneration is set out below:
Figures in $’000 2023 2022
Basic Fees Committee Chair Snr NED Total Basic Fees Committee Chair Snr NED Total
David Abery 72 20 13 105 68 20 13 101
Catherine (Cassie) Boggs 72 20 92 68 20 88
Alex Davidson 72 20 92 68 20 88
Michael Rawlinson 72 40 112 68 40 108
Anu Dhir1 9 9 N/A N/A N/A
1 Anu Dhir was appointed to the Board on 15 November 2023 and as a result, her fees have been pro-rated
Directors’ Share Interests
Directors’ share interests at 31 December 2023 are set out below:
Number of beneficially owned shares
at 31 December 2023
2
Unvested options
without performance measures
Total interest held at 31 December 2023 Total interest held at 31 December 2022
Executive
Jamie Boyton 20,546,295 20,546,295 24,056,802
Brian Rudd 11,958,465 11,958,465 12,583,079
Peter Stokes 50,000 50,000 0
Non-Executive:
3
David Abery 555,747 555,747 555,747
Catherine (Cassie) Boggs 138,838 138,838 43,478
Alex Davidson 50,000 50,000 50,000
Michael Rawlinson 169,540 169,540 169,540
Anu Dhir 0 0 N/A
2 Beneficially owned shares include shares held directly or indirectly by connected persons
3 Non-Executive shares were acquired through market purchases which complied with the Company’s share dealing code, and were not acquired through any option scheme
This table does not include the share portion of Jamie Boyton’s 2022 bonus which is expected to be issued in March 2024, totalling 317,066 shares based on the share price of last day of the Company’s
close period in March 2023.


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This table does not include the share portion of Brian Rudd’s 2022 bonus which is expected to be issued in March 2024, totalling 136,973 shares based
on the share price of last day of the Company’s close period in March 2023.
Shareholder Return Graph
The graph below shows the percentage change in total shareholder return for each of the last five financial years compared to the FTSE Actuaries
All Share index. This index was selected as it represents a broad equity index which the Company can be compared against.
Relative importance of spend on pay
The following table shows the Group’s actual spend on pay for all Group employees relative to dividends and pre-tax profit.
2023
$’ m
2022
$’ m
Change
%
Total employee costs 94.2 82.3 14
Operating profit 60.3 59.7 1
Cash capital expenditure 52.0 48.5 7
Dividends 7.6 7.1 7
2
1.5
1
0.5
0
-0.5
Mar 19
May 19
Jul 19
Sep 19
Nov 19
Jan 20
Mar 20
May 20
July 20
Sep 20
Nov 20
Jan 21
Mar 21
May 21
Jul 21
Sep 21
Nov 21
Jan 22
Mar 22
May 22
Jul 22
Sep 22
Nov 22
Jan 23
Mar 23
May 23
Jul 23
Sep 23
Nov 23
Jan 24
CAPD FTSE All Share


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Long-Term Incentive Awards
At 31 December 2023, the LTIP awards that had been awarded to each Director were as follows:
Name Scheme Date of award Vesting date At 1 Jan 2023
Granted
in year
Exercised
in year
Lapsed
in year
At
31 Dec 2023
Expiry
date
Jamie Boyton
LTIP Jan 2020 31/12/22 509,254 509,254 30/9/23
LTIP Jan 2021 31/12/23 540,767 540,767 30/9/24
LTIP 1 Jan 2022 31/12/24 460,766 460,766 30/9/27
LTIP 2 Jan 2022 31/12/24 460,766 460,766 30/9/27
LTIP 1 Jan 2023 31/12/25 361,682 361,682 30/9/28
LTIP 2 Jan 2023 31/12/25 361,682 361,682 30/9/28
Total 1,971,553 723,364 2,185,663
Brian Rudd
LTIP Jan 2020 31/12/22 252,081 252,081 30/9/23
LTIP Jan 2021 31/12/23 237,938 237,938 30/9/24
LTIP 1 Jan 2022 31/12/24 199,051 199,051 30/9/27
LTIP 2 Jan 2022 31/12/24 199,051 199,051 30/9/27
LTIP 1 Jan 2023 31/12/25 183,819 183,819 30/9/28
LTIP 2 Jan 2023 31/12/25 183,819 183,819 30/9/28
Total 888,121 367,638 1,003,678
Peter Stokes LTIP 1 Jan 2023 31/12/25 414,870 414,870 30/9/28
LTIP 2 Jan 2023 31/12/25 414,870 414,870 30/9/28
Total 829,740 829,740
The above awards all vest after three years and are subject to performance conditions detailed above.
The Company granted awards under its LTIP to its Executive Chair and Executive Director (Brian Rudd) in 2020. The awards were subject to two
performance targets each covering 50% of the award: a TSR compound growth condition and an adjusted EPS compound growth performance
condition, both measured once at the end of a three-year period. For both conditions, the threshold vesting target, at which 25% of the relevant
portion of an award vests, was 8% compound annual growth with maximum vesting at 18%. These performance conditions were met in full (EPS:
40.8% CAGR, TSR: 18.4% CAGR) and 509,254 awards vested for the Executive Chair and 252,081 awards for the Executive Director (Brian Rudd).


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Management of remuneration for 2024
Salaries
Effective 1 January 2024, the salary of the
Executive Chair, Jamie Boyton, has increased
to $416,000; the salary of the CEO, Peter Stokes,
has increased to $520,000; the salary of the
Executive Director (Brian Rudd) has increased
to $374,000, each reflecting a 4% CPI increase.
Annual bonus
The annual bonus scheme for the Executive
Directors for 2024 is based on the overall
performance of the Group and the meeting
of financial and non-financial performance
objectives including profitability measures,
safety measures, specific execution of strategic
targets, role based and, for Brian Rudd,
personal targets.
We will operate the 2024 annual bonus with a
scorecard in line with our normal practice with
weightings in line with 2023.
For 2024, the corporate and financial
performance objectives will have the following
weightings: 40% EBIT, 20% ROCE, 5% strategic
targets set for the labs business, 5% annualised
growth (significant contract award), 20% HSSE
TRIFR, 5% sustainability (nationalisation) and
5% capital management. For the Executive
Chair and CEO, their bonus will be based solely
on Group targets. For the Executive Director
(Brian Rudd), 20% of the bonus will be based
on individual performance targets.
In line with our policy, 50% of bonus amounts
paid for 2023 will be paid in cash with 50% in
shares deferred for one year.
Corporate Governance Code
The 2018 FRC Corporate Governance Code
requires the description of the work of the
Committee to cover a number of specified
matters, most of which are covered above.
The Committee believes that the remuneration
levels and structure are appropriate in the light
of the Company’s commercial and strategic
objectives and the need to attract and retain
Long-Term Incentives
Our approach with regard to the annual LTIP
in 2024 will remain the same as 2023. For LTIP
1, the Chair and CEO will receive an award
at 100% of salary and 60% for the Executive
Director (Brian Rudd) with a three-year
performance period. Awards will be subject to
two performance targets each covering 50% of
the award: a TSR compound growth condition
and an adjusted EPS compound growth
performance condition. For both conditions,
the threshold vesting target will be 8%
compound annual growth with a maximum
of 15%.
LTIP 2 awards will solely be subject to a TSR
compound growth condition. The threshold
vesting target, below which 0% of the awards
will vest, will be 15% compound annual growth
with full vesting at 25%.
Awards to Executive Directors will be subject
to a two year post vesting holding period.
Non-Executive remuneration
The Non-Executives are paid a basic fee
with additional amounts paid to chair a
Board committee, as well as to the Senior
Independent Director to reflect the additional
time and responsibility associated with this
role. The base fee has not increased remaining
at $72,000 with the additional Senior NED fee
and Committee chair fee remaining at $13,000
and $20,000 respectively.
Annual General Meeting and shareholder
feedback
The Committee welcomes feedback from
shareholders on its remuneration.
Clarity The Committee is committed
to transparency. Information
in this report is intended to be
disclosed directly, simply and
clearly.
Simplicity The structure of the
Remuneration Policy is
unchanged and is commonly
used by UK-listed companies.
It comprises three elements
– salary, annual bonus and
long-term incentive awards
which operate simply and in
line with market norms.
Risk
Management
The Committee recognises
the risk of target-based plans.
It seeks to mitigate risk by
imposing limits on variable
pay amounts, by paying half
of annual bonus amounts in
shares, through applying malus
and clawback provisions to its
incentive plans and through
the ability of the remuneration
committee to exercise certain
discretions.
Predictability Variable pay is subject
to normal threshold and
maximum value or share
amounts.
experienced and skilled executives. The
Remuneration Policy operated as intended
in 2023 in terms of company performance
and quantum.
The Committee has considered the principles
of clarity, simplicity, risk management,
predictability, proportionality and alignment to
culture in developing and managing executive
remuneration as reflected in the table below.
Proportionality There is a clear link between
individual reward and the
delivery of strategy, particularly
through the performance
targets attached to annual
bonus and long-term
incentive schemes. The link
of remuneration outcomes
to long-term performance
is primarily through the
LTIP which has stretching
targets based on EPS and TSR
performance.
Alignment
to culture
The Remuneration Policy
is designed to ensure
that successful long-term
partnership with shareholders
delivers good rewards to the
Executive Directors, the senior
leadership team and the
workforce as a whole.
Approval
This report was approved by the Board of
Directors on 14 March 2024 and signed on its
behalf by:
Michael Rawlinson
Chair of Remuneration Committee


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HEALTH, SAFETY, SOCIAL AND ENVIRONMENTAL
(HSSE) COMMITTEE REPORT
Committee membership and
attendance
Name Attendance
Alex Davidson 4/4
Catherine (Cassie) Boggs 4/4
Brian Rudd 4/4
Peter Stokes 4/4
Our Group HSSE Manager, Rick Monaghan,
prepares meeting content for review by
the Committee.
During the year under review, other attendees
also included: the Chief Financial Officer, the
Chief Operating Officer – Drilling, the Chief
Executive Officer – Mining. The Committee
meets as necessary and at least four times a
year. The Chair of Sustainability and Chair of
HSSE are members of both Committees so
as to ensure consistency and continuity for
any related discussions applicable to both
Committees. The secretary of the Committee
is the Company Secretary.
The Committee’s Charter was reviewed and
re-approved during the year. Further details of
the Committee’s responsibilities can be found
on the Company’s website.
Role of the Committee
Responsible for formulating and
recommending to the Board a policy on
health, safety, social and environmental
issues related to the Group’s operations.
Focuses on compliance with applicable
standards to ensure that an effective system
of health, safety, social and environmental
standards, procedures and practices is in
place at each of the Group’s operations.
Key activities during the year
Quarterly Review of health, safety and
environmental (HSSE) statistics, trends,
and incidents, including:
Industry benchmarking
Training and development
Frequency rates
Injuries analysis
Lead indicators
Improvement programs
Security briefings
Medical updates
HSSE short term incentive plan
(STIP) target
Responsible for reviewing management’s
investigation of incidents or accidents
that occur and to assess whether policy
improvements are required. Committee
members take soundings from the
workforce in connection with this
responsibility.
Whilst the HSSE Committee is expected
to make recommendations, the ultimate
responsibility for establishing the Group’s
health, safety, social and environmental
policies remain with the Board.
Committee membership and
attendance
Name Attendance
Michael Rawlinson 2/2
Alex Davidson 2/2
Jamie Boyton 2/2
Conor Rowley
1
2/2
1 Non-Board Member- Mr Rowley is Head of Corporate
Development and Investor Relations
Roles
Formally inaugurated in early 2022 for the
Company’s investments arm, Capital DI
Limited
The Committee is responsible for both
monitoring existing investments for
performance and strategic alignment, as
well as evaluating new opportunities.
A copy of the Committee’s charter can
be found on the website at capdrill.com/
investors/corporate-governance
INVESTMENT COMMITTEE REPORT
Key activities during the year
The Investment Committee continues
to screen the market for opportunities
but remains selective, with the portfolio
focused on a select few key holdings.
Investment activity in 2023 was largely
geared towards some of these holdings
namely Predictive Discovery and
WIA Gold.


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DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the
Annual Report and the Consolidated Financial
Statements in accordance with applicable laws
and regulations.
The Directors are required to prepare
Consolidated Financial Statements for each
financial year presenting fairly, in all material
respects, the Group’s state of affairs at the
end of the year and the profit or loss for
the year, in accordance with International
Financial Reporting Standards (IFRSs) issued
by the International Accounting Standards
Board. The Directors must not approve the
accounts unless they are satisfied that they
are presenting fairly in all material respects the
state of affairs of the Group and of the profit or
loss of the Group for that period.
In preparing the Consolidated Financial
Statements, the Directors are required to:
select suitable accounting policies and then
apply them consistently;
make judgements and accounting
estimates that are reasonable and prudent;
state whether they have been prepared
in accordance with IFRSs, subject to
any material departures disclosed and
explained; and
prepare the financial statements on
an going concern basis unless it is
inappropriate to presume that the
Group will continue in business.
The Directors are responsible for keeping
proper accounting records that are sufficient
to show and explain the Group’s transactions
and disclose with reasonable accuracy the
financial position of the Group and to ensure
that the Consolidated Financial Statements
comply with provisions of the Companies Act
1981 of Bermuda (as amended). They are also
responsible for safeguarding the assets of the
Group and hence for taking reasonable steps
for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in Bermuda
and the United Kingdom governing the
preparation and dissemination of Consolidated
Annual Financial Statements may differ from
legislation in other jurisdictions. The Directors
are responsible for preparing the Annual
Report in accordance with applicable law
and regulations. Having taken advice from
the Audit Committee, the Directors consider
that the Annual Report and the Consolidated
Financial statements, taken as a whole,
provides the information necessary to assess
the Group and Group’s performance, business
model and strategy and are fair, balanced and
understandable.
Corporate Governance Statement
The Corporate Governance Statement on
page 57 forms part of this report.
Directors’ responsibilities pursuant
to DTR 4
In accordance with Chapter 4 of the Disclosure
and Transparency Rules issued by the Financial
Conduct Authority in the United Kingdom,
the Directors confirm to the best of their
knowledge:
the Consolidated Financial Statements have
been prepared in accordance with IFRSs
and give a true and fair view of the assets,
liabilities, financial position and profit or loss
of the Group; and
the Annual Report includes a fair review of
the development and performance of the
business and the financial position of the
Group, together with a description of the
principal risks and uncertainties that it faces.
Going concern
The activities of the Group, together with the
factors likely to affect its future development,
performance, the financial position of the
Group, its cash flows, liquidity position and
borrowing facilities are described in the
Executive Chair’s Statement, CEO’s Statement
and CFO’s Review on pages 4, 8 and 24
respectively. In addition, we describe in Note 33
to the Consolidated Financial Statements on
pages 137 to 141 the Group’s objectives, policies
and processes for managing its capital, its
financial risk management objectives, details
of its financial instruments and its exposures to
credit and liquidity risk. Although not assessed
over the same period as the going concern,
the viability of the Group has been assessed
on page 31. It has further reviewed the impact
on the business of scenarios such as a general
reduction in turnover and a reasonable worst-
case scenario incorporating the aggregate
impact of operational and financial disruption
on the business. The reasonable worse-case
scenario is considered to be remote. The Group
has considerable financial resources together
with established business relationships with
many customers and suppliers in countries
throughout the world.
As a consequence, the Directors believe
that the Group is well placed to manage
its business risks successfully. After making
enquiries, the Directors consider it appropriate
to adopt the going concern basis of
accounting in preparing this Annual Report
and the Consolidated Financial Statements.
Fair, balanced and understandable
The Directors, as at the date of this report,
consider that the Annual Report and Annual
Financial Statements taken as a whole is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Group’s position, performance,
business model and strategy, as well as the
principal risks and uncertainties which could
affect the Group’s performance.
Auditors
As far as each of the Directors are aware at the
time this report was approved:
there is no relevant audit information
of which the auditors are unaware; and
they have taken all steps that ought to have
been taken to make themselves aware
of any relevant audit information and to
establish that the auditors are aware of
that information.
On behalf of the Board
Jamie Boyton
Chair
14 March 2024


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Financial Statements
90 Independent Auditor’s Report
96 Consolidated Statement of Profit or Loss and
Other Comprehensive Income
97 Consolidated Statement of Financial Position
99 Consolidated Statement of Changes in Equity
100 Consolidated Statement of Cash Flows
101 Notes to the Consolidated Financial Statements


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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CAPITAL LIMITED
Opinion on the financial statements
In our opinion:
the financial statements give a true and fair view of the state of the Group’s affairs as at
31 December 2023 and of the Group’s profit for the year then ended;
the Group financial statements have been properly prepared in accordance with International
Financial Reporting Standards issued by the International Accounting Standards Board; and
the financial statements have been prepared in accordance with the requirements of the
Bermuda Companies Act 1981.
We have audited the financial statements of Capital Limited (the “Parent Company”) and its
subsidiaries (the “Group”) for the year ended 31 December 2023 which comprise the Consolidated
Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement
of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated
Statement of Cash Flows and notes to the financial statements, including a summary of material
accounting policies. The financial reporting framework that has been applied in their preparation
is applicable law and International Financial Reporting Standards issued by the International
Accounting Standards Board.
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 believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion. Our audit opinion is consistent with the additional report to the Audit Committee.
Independence
We remain independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services prohibited by that standard were not provided to the
Group.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s ability to continue to adopt the going
concern basis of accounting included:
Discussion of the continued impact of global conflicts and inflationary pressures with the
Directors and the Audit Committee, including their assessment of risks and uncertainties
associated with the Group’s customers, workforce and commodity market prices.
We assessed this against our own views of the risks based on our understanding of the
business, the mining sector and the business’ performance in the 2023 financial year.
We obtained the Directors’ cash flow forecasts covering the period to 30 June 2025, which
is a period of at least 12 months from the date of approval of the financial statements, and
challenged the key assumptions in respect of revenue growth, gross profit margins, capital
expenditure, and cash generation with reference to new contract wins, our knowledge of
the business and its historical performance and results. We checked that the Directors had
considered appropriate risks and uncertainties in the preparation of the cash flow forecasts
based on our assessment of the risks and issues relating to the business.
We tested the mathematical accuracy and integrity of the forecast models and assessed their
consistency with approved budgets.
We obtained and critically reviewed the Directors’ reverse stress test analysis, performed to
determine the point at which:
a deterioration of EBITDA; or
net debt deterioration due to working capital outflows
would result in a covenant breach or liquidity shortfall and without further mitigation
would potentially impact the going concern of the business. Our consideration included an
assessment of whether the reverse stress test analysis appropriately reflected the key risks and
issues to which the models were sensitive, and we challenged the nature and feasibility of the
mitigating actions available to the business identified by the Directors;
We obtained the new financing agreements entered into by the Group during the year to
check the facility terms and their impact on the going concern assessment;
We assessed covenants at year end, to check that the Group were compliant under the terms
of the financing agreements;
We evaluated forecast covenant compliance and headroom calculations with reference to the
covenants stated in the relevant financing agreements;
We reviewed the adequacy of disclosures in the financial statements in respect of going
concern with reference to the Directors’ going concern assessment, the cash flow forecasts
and reverse stress test analysis, and our understanding of the business.
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
ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the
Directors’ statement in the financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
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INDEPENDENT AUDITOR’S REPORT CONTINUED
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Coverage 94% (2022: 94%) of Group revenue
90% (2022: 91%) of Group total assets
Key audit matters 1. Appropriateness of revenue recognition – also a key audit matter in the
prior year
Materiality Group financial statements as a whole
$2,300,000 (2022: $2,600,000) based on 5% of Group adjusted profit before
tax (2022: 5% of Group adjusted profit before tax)
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including the Group’s system of internal control, and assessing the risks of material misstatement
in the financial statements. We also addressed the risk of management override of internal
controls, including assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
The Group’s services are primarily provided across Africa. We assessed there to be four significant
components that were significant due to their size and risk profile, being three of the operational
subsidiaries in Egypt, Tanzania and Mali, and the Parent Company in Bermuda.
Full scope audits for Group reporting purposes were performed on the significant components
in Tanzania, Egypt and Mali by BDO network member firms (the component audit of Mali was
completed by BDO Kenya), and the Parent Company by the Group Engagement Team.
We also identified other components in Gabon, Guinea, Côte d’Ivoire, Pakistan and Mauritius
where the Group Engagement Team performed specific audit procedures on discrete financial
statement areas that we considered presented risks of material misstatement to the Group
financial statements.
Financial information relating to the remaining non-significant components of the Group was
principally subjected to analytical review procedures performed by the Group Engagement Team.
Our involvement with component auditors
For the work performed by component auditors in Tanzania, Egypt and Mali, we determined the
level of involvement needed in order to be able to conclude whether sufficient appropriate audit
evidence has been obtained as a basis for our opinion on the Group financial statements as a
whole. Our involvement with component auditors included the following:
Detailed Group reporting instructions were sent, which included the significant areas to be
covered by the audits (including areas that were considered to be key audit matters as detailed
below), and set out the information required to be reported to the Group audit team;
The Group audit team performed procedures independently over certain key audit risk areas,
as considered necessary, including the key audit matter below;
Regular communication throughout the planning and execution phase of the audit.
Members of the Group audit team virtually attended the planning and clearance meetings
and had detailed discussions throughout the audit with the component auditors. The Group
Engagement Team visited Tanzania and Kenya and met with the component auditors at the
planning stage of the audit; and
The Group audit team was actively involved in risk assessment and the direction of the audits
performed by the component auditors for Group reporting purposes, review of their working
papers, consideration of findings and determination of conclusions drawn.
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s
operations and financial statements included:
Enquiries and challenge of Management to understand the actions they have taken to identify
climate-related risks and their potential impacts on the financial statements and adequately
disclose climate-related risks within the annual report;
Our own qualitative risk assessment taking into consideration the sector in which the Group
operates and how climate change affects this particular sector; and
Review of the minutes of Board and Audit Committee meetings and other papers related
to climate change and performed a risk assessment as to how the impact of the Group’s
commitment as set out in page 40 may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash
flows from the initiatives and commitments have been reflected, where appropriate, in the
Directors’ going concern assessment and viability assessment.
We also assessed the consistency of Management’s disclosures on page 42 with the financial
statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters
materially impacted by climate-related risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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) that
we identified, including those which had the greatest effect on the overall audit strategy, the
allocation of resources in the audit, and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters continued
Key audit matter How the scope of our audit addressed the key audit matter
Appropriateness
of revenue
recognition.
Refer to Note
1.4.14 for the
Group’s policy
on revenue
recognition and
Note 3.
The Group’s revenue is primarily generated from drilling and
mining services, and laboratory mineral analysis services. The
Group has service contracts with a number of customers in
different geographical locations with varying terms and rates.
The accounting for new and modified contracts under IFRS 15
Revenue from Contracts with Customers can be complex and
may be incorrectly applied, resulting in inappropriate recognition
or measurement of revenue.
There is a risk of fictitious revenue being recorded through
manual journals that do not relate to genuine sales to customers,
leading to revenue being overstated.
The Group has material revenue transactions around the year
end which creates potential for cut-off risk, particularly noting
the potential for revenue recognised pre year end to not match
the service delivery date.
Due to the above we considered revenue recognition to be a key
audit matter and fraud risk.
Our specific audit testing in this regard included:
Tested a sample of new and modified contracts in the year by evaluating Management’s IFRS 15 Revenue
from Contracts with Customers contract assessments, testing details to contracts and invoices, and assessing
whether the related revenue recognition was in accordance with the requirements of the applicable accounting
standards.
Assessed whether the Group’s revenue recognition policy was in line with IFRS 15.
Recognition of revenue in the period
For a sample of drilling invoices recorded in the year, we tested the drilled metres to customer-approved daily drill
reports, agreed rates per metre used to signed contracts, and agreed cash receipts.
For a sample of mining invoices recorded in the year, we tested the volumes moved to customer-approved
reports, agreed rates per Bank Cubic Metre used to signed contracts, and agreed cash receipts.
For a sample of laboratory mineral analysis invoices recorded in the year, we tested to proof of service delivery,
verified rates used to customer agreements, and agreed to cash receipts.
We tested journals recorded within revenue, selected using specific risk criteria, to appropriate supporting
evidence.
We tested drilling and mining revenue in December 2023 to check that the revenue was recognised in the correct
period. For the sample of invoices tested, we agreed these to drill and volume reports, and customer approvals.
Tested a sample of contracts to check the accounting for mobilisation income and costs capitalised on the
balance sheet were released over the term of the relevant contract.
Key observations:
We have not identified any instances of new and modified contracts not being accounted for in accordance with the
requirements of the applicable accounting standards or that the recognition and measurement of revenue in the
year to be inappropriate.
We have not identified any instances where revenue was recognised in the incorrect period.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of
testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
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Our application of materiality continued
Based on our professional judgement, we determined materiality for the financial statements
as a whole and performance materiality as follows:
Group financial statements
2023 2022
$ $
Materiality 2,300,000 2,600,000
Basis for determining materiality 5% of adjusted Group profit before tax
Rationale for the benchmark applied We consider the use of 5% of adjusted Group
profit before tax to be the most appropriate
benchmark since this removes the impact of fair
value gains and losses on investments on the
underlying profit of the Group, and is also a key
measure for the users of the financial statements.
Performance materiality
1,610,000 1,820,000
Basis for determining
performance materiality
70% of Materiality
Rationale for the benchmark applied The level of performance materiality was set
after considering a number of factors including
the expected value of known and likely
misstatements, and Management’s attitude
towards proposed misstatements.
Component materiality
For the purposes of our Group audit opinion, we set materiality for each component of the Group
based on the size and our assessment of the risk of material misstatement of that component.
Component materiality ranged from $600,000 to $1,600,000 (2022: $900,000 to $1,680,000). In
the audit of each component, we further applied performance materiality levels of 70% of the
component materiality to our testing to ensure that the risk of errors exceeding component
materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit
differences in excess of $115,000 (2022: $130,000). We also agreed to report the amount in
aggregate of differences below this threshold but in excess of $46,000 that in our view,
warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report other than the financial statements and our auditor’s
report thereon. Our opinion on the 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.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the
parent company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the
financial statements or our knowledge obtained during the audit.
Going concern
and longer-term
viability
The Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified on page 88 and
The Directors’ explanation as to their assessment of the Group’s prospects,
the period this assessment covers and why the period is appropriate on
page 31.
Other Code
provisions
Directors’ statement on fair, balanced and understandable on page 88;
Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on page 31;
The section of the annual report that describes the review of effectiveness
of risk management and internal control systems set out on page 71; and
The section describing the work of the audit committee set out on page 70.
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Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement on page 88, the Directors are
responsible for the preparation of the 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 financial statements, the Directors are responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
Non-compliance with laws and regulations
The Group is also subject to laws and regulations where the consequence of non-compliance
could have a material effect on the amount or disclosures in the financial statements, for example
through the imposition of fines or litigation.
Based on:
Our understanding of the Group and the industry in which it operates;
Discussion with Management, the Audit Committee, and in-house legal counsel; and
Obtaining an understanding of the Group’s policies and procedures regarding compliance
with laws and regulations
we considered the significant laws and regulations to be the Bermuda Companies Act 1981,
the UK Listing Rules, the applicable accounting standards, the Bribery Act 2010, tax legislation,
health and safety legislation, and employment laws.
Our procedures in respect of the above included:
Review of minutes of Board and Audit Committee meetings to identify any instances
of non-compliance with laws and regulations;
Review of correspondence with regulatory and tax authorities for any instances of
non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation;
Involvement of tax specialists in the audit; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.
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Fraud
We assessed the susceptibility of the financial statements to material misstatement,
including fraud. Our risk assessment procedures included:
Enquiry with Management, the Audit Committee, and in-house legal counsel regarding
any known or suspected instances of fraud;
Obtaining an understanding of the Group’s policies and procedures relating to:
Detecting and responding to the risk of fraud; and
Internal controls established to mitigate risks related to fraud.
Review of minutes of Board and Audit Committee meetings to identify any known or
suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the
financial statements;
Involvement of forensic specialists in the audit during engagement team fraud discussions;
and
Performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be
management override of controls through inappropriate journal entries, improper revenue
recognition, and bias in key estimates and judgements.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year, which met defined risk criteria,
by agreeing to supporting documentation;
Testing a sample of drilling and mining revenue for correct cut-off (refer to revenue recognition
KAM); and
Identifying areas at risk of management bias and reviewed significant estimates
and judgements applied by Management in the financial statements to assess
their appropriateness.
We also communicated relevant identified laws and regulations and potential fraud risks to
all engagement team members, including component engagement teams, who were all
deemed to have appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit. For component
engagement teams, we also reviewed the results of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further removed non-compliance with
laws and regulations is from the events and transactions reflected in the financial statements,
the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with
the Section 90 of the Bermuda Companies Act 1981. Our audit work has been undertaken so
that we might state to the Parent 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 Parent Company and the
Parent Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
BDO LLP
London, UK
14 March 2024
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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Continuing operations Notes
2023
$’000
2022
$’000
Revenue 3 318,424 290,284
Cost of sales 4 (171,524) (155,852)
Gross profit 146,900 134,432
Administration expenses 5 (46,852) (44,331)
Depreciation, amortisation and impairments 6 (39,766) (30,416)
Operating profit
1
60,282 59,685
Interest income 65 35
Finance costs 7 (13,002) (7,356)
Fair value gain / (loss) on financial assets 8 2,989 (19,798)
Profit before taxation 50,334 32,566
Taxation 9 (11,804) (9,836)
Profit for the year and other comprehensive income
2
38,530 22,730
Profit and other comprehensive attributable to:
Owners of the parent 36,737 20,990
Non-controlling interest 25 1,793 1,740
38,530 22,730
Earnings per share
Basic earnings per share (c) 10 19.09 11.07
Diluted earnings per share (c) 10 18.82 10.71
1 Including net impairment losses on trade receivables and accrued income of $1.7 million (2022: $3.0 million).
2 There was no other comprehensive income for the year (2022: $nil)
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023



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Notes
2023
$’000
2022
$’000
ASSETS
Non-Current Assets
Property, plant and equipment 12 208,657 172,658
Right-of-use assets 13 29,684 16,652
Goodwill 14 1,296 1,296
Intangible assets 15 572 1,916
Other receivables 18 9,789 6,460
Total non-current assets 249,998 198,982
Current Assets
Inventories 16 61,922 58,695
Trade receivables 17 49,567 41,542
Other receivables 18 24,055 20,073
Investments at fair value 19 47,154 38,727
Current tax receivable 30 686 400
Cash and cash equivalents 20 34,366 28,380
Total current assets 217,750 187,817
Total assets 467,748 386,799
EQUITY AND LIABILITIES
EQUITY
Equity Attributable to Equity Holders of Parent
Share capital 21 19 19
Share premium 21 62,390 62,390
Treasury shares 22 (2,475)
Equity-settled employee benefits reserve 23 5,763 4,469
Other reserve 24 190 190
Retained income 195,515 168,726
Equity attributable to owners of the parent 263,877 233,319
Non-controlling interest 25 9,270 5,573
Total equity 273,147 238,892
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


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Notes
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$’000
2022
$’000
LIABILITIES
Non-Current Liabilities
Loans and borrowings 26 75,521 56,865
Lease liabilities 13 21,109 12,127
Trade and other payables 28 2,057 1,485
Deferred tax 27 34 34
Total non-current liabilities 98,721 70,511
Current Liabilities
Trade and other payables 28 50,685 43,453
Provisions 29 487 2,637
Current tax payable 30 9,315 9,130
Loans and borrowings 26 27,052 18,037
Lease liabilities 13 8,341 4,139
Total current liabilities 95,880 77,396
Total liabilities 194,601 147,907
Total equity and liabilities 467,748 386,799
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023 (continued)



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Share
capital
$’000
Share
premium
$’000
Treasury
shares
$’000
Total share
capital
$’000
Other
reserve
$’000
Equity-
settled
employee
benefits
reserve
$’000
Total
reserves
$’000
Retained
income
$’000
Total
attributable
to the equity
holders of
the Group/
Company
$’000
Non-
controlling
interest
$’000
Total
equity
$’000
Balance at January 1, 2023 19 62,390 (2,475) 59,934 190 4,469 4,659 168,726 233,319 5,573 238,892
Profit for the year 36,737 36,737 1,793 38,530
Total comprehensive income for the year 36,737 36,737 1,793 38,530
Issue of shares 2,475 2,475 (2,246) (2,246) (229)
Recognition of share-based payments 3,540 3,540 3,540 3,540
Adjustment arising from change
in non-controlling interest
3
(2,100) (2,100) 1,923 (177)
Dividends (7,619) (7,619) (18) (7,637)
Total contributions by and distributions to owners
of company recognised directly in equity
2,475 2,475 1,294 1,294 (9,948) (6,179) 1,905 (4,275)
Balance at December 31, 2023 19 62,390 62,409 190 5,763 5,953 195,515 263,877 9,270 273,147
Balance at January 1, 2022 19 60,900 60,919 190 3,186 3,376 154,880 219,175 3,768 222,943
Profit for the year 20,990 20,990 1,740 22,730
Total comprehensive income for the year 20,990 20,990 1,740 22,730
Issue of shares 1,490 1,490 (1,490) (1,490)
Recognition of share-based payments 2,773 2,773 2,773 2,773
Repurchase of own shares (2,475) (2,475) (2,475) (2,475)
Adjustment arising from change
in non-controlling interest (55) (55) 55
Impact of acquisition of subsidiary 10 10
Dividends (7,089) (7,089) (7,089)
Total contributions by and distributions to owners
of company recognised directly in equity
1,490 (2,475) (985) 1,283 1,283 (7,144) (6,846) 65 (6,780)
Balance at December 31, 2022 19 62,390 (2,475) 59,934 190 4,469 4,659 168,726 233,319 5,573 238,892
3 See Note 25 for change in ownership for NCI
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



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Note(s)
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$’000
2022
$’000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 31 92,532 73,533
Interest income received 65 35
Finance costs paid (9,441) (6,407)
Interest paid on lease liabilities
4
13 (2,081) (818)
Tax paid 30 (11,905) (10,585)
Net cash from operating activities 69,170 55,758
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (47,876) (42,974)
Proceeds from sale of property, plant and equipment 69 19
Purchase of intangible assets and cloud computing arrangements (1,777) (634)
Purchase of investments at fair value (9,258) (9,011)
Proceeds from sale of investments at fair value 4,668 10,637
Cash paid in advance for property, plant and equipment (5,318) (5,543)
Net cash used in investing activities (59,492) (47,506)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans and borrowings 31 38,000 20,717
Repayment of loans and borrowings 31 (26,732) (16,666)
Repayment of principal on lease liabilities
13 (6,152) (2,916)
Advance payment on leases (1,205) (667)
Dividends paid 11 (7,637) (7,089)
Repurchase of own shares 22 (2,475)
Proceeds from issuance of equity to non-controlling interests 25 1,193
Purchase of shares from non-controlling interest 25 (1,404)
Net cash used in financing activities (3,987) (9,096)
Total cash movement for the year 5,741 (844)
Cash at the beginning of the year 20 28,380 30,577
Effect of exchange rate movement on cash balances 245 (1,353)
Total cash at end of the year 20 34,366 28,380
4 Interest paid on leases has been reclassified from financing activities to operating activities in current and prior year. The impact of this change was not material to the financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023



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CORPORATE INFORMATION
Capital Limited (the “Company”) is incorporated in Bermuda. The Company and its subsidiaries
(the “Group”) provide drilling, mining (load and haul), crushing, mineral assaying and surveying
services. The Group also has a portfolio of investments in listed and unlisted exploration and
mining companies.
During the year ended 31 December 2023, the Group provided drilling services in Côte d’Ivoire,
Guinea, Gabon, Egypt, Mali, Saudi Arabia, Pakistan, Sudan and Tanzania. Mining services are
provided in Egypt and Gabon and mineral analysis services are provided in Canada, Guyana,
Mauritania, Nigeria, Côte d’Ivoire, Mali, Tanzania, Kenya, Ghana, Egypt and Democratic Republic of
the Congo. The Group’s administrative offices is are located in the United Kingdom and Mauritius.


1. BASIS OF PREPARATION
The principal accounting policies applied in the preparation of the Group’s Annual Financial
Statements are set out below. The policies have been consistently applied to all the years
presented, unless otherwise stated.
The Group Annual Financial Statements are presented in United States Dollars, which is also
the Group’s functional currency. Amounts are rounded to the nearest thousand, unless
otherwise stated.
The Group Annual Financial Statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board
(IASB).

The preparation of financial statements in compliance with IFRS requires the use of certain critical
accounting estimates. It also requires Group management to exercise judgment in applying the
Group’s accounting policies. The areas where significant judgments and estimates have been
made in preparing the financial statements and their effect are disclosed in note 2.
Where additional information has been presented in the current year Annual Financial
Statements, the prior year amounts have been presented to be consistent with the presentation
in the current year.
The Group Annual Financial Statements have been prepared on the historical cost basis except
for certain financial instruments which are measured at fair value.




1.1 New standards, interpretations and amendments effective from 1 January 2023
In the current year, the Group has applied a number of amendments to IFRS that are mandatorily
effective for an accounting period that begins on or after 1 January 2023.
The following amendments are effective for the period beginning 1 January 2023:
IFRS 17 Insurance Contracts;
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements
and IFRS Practice Statement 2 Making Materiality Judgements);
Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes
in Accounting Estimates and Errors);
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments
to IAS 12 Income Taxes); and
International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12 Income Taxes)
(effective immediately upon the issue of the amendments and retrospectively).
Their adoption has not had any material impact on the disclosures or on the amounts reported
in these financial statements.
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements
and IFRS Practice Statement 2 Making Materiality Judgements)
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2.
The amendments aim to make accounting policy disclosures more informative by replacing
the requirement to disclose “significant accounting policies” with “material accounting policy
information”. The amendments also provide guidance under what circumstance, the accounting
policy information is likely to be considered material and therefore require disclosure.
These amendments have no effect on the measurement or presentation of any items in the
Consolidated financial statements of the Group but affect the disclosure of accounting policies
of the Group.
Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors)
The amendments to IAS 8, which added the definition of accounting estimates, clarify that the
effects of a change in an input or measurement technique are changes in accounting estimates
unless resulting from the correction of prior period errors. These amendments clarify how entities
make the distinction between changes in accounting estimate, changes in accounting policy
and prior period errors.
These amendments had no effect on the consolidated financial statements of the Group.




NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


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1. BASIS OF PREPARATION (continued)



1.1 New standards, interpretations and amendments effective from 1 January 2023
(continued)
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments
to IAS 12 Income Taxes)
In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition
exemption applies to certain transactions that result in both an asset and a liability being
recognised simultaneously (e.g. a lease in the scope of IFRS 16). The amendments introduce an
additional criterion for the initial recognition exemption, whereby the exemption does not apply
to the initial recognition of an asset or liability which at the time of the transaction, gives rise to
equal taxable and deductible temporary differences.
These amendments had no effect on the annual consolidated financial statements of the Group.
International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12 Income Taxes)
In December 2021, the Organisation for Economic Co-operation and Development (OECD)
released a draft legislative framework for a global minimum tax that is expected to be used by
individual jurisdictions. The goal of the framework is to reduce the shifting of profit from one
jurisdiction to another in order to reduce global tax obligations in corporate structures. In March
2022, the OECD released detailed technical guidance on Pillar Two of the rules.
Stakeholders raised concerns with the IASB about the potential implications on income tax
accounting, especially accounting for deferred taxes, arising from the Pillar Two model rules.
The IASB issued the final Amendments (the Amendments) International Tax Reform – Pillar Two
Model Rules, in response to stakeholder concerns on 23 May 2023.
These amendments had no effect on the annual consolidated financial statements of the Group.




1.2 Standards and interpretations not yet effective
There are a number of standards, amendments to standards and interpretations which have
been issued by the IASB that are effective in future accounting periods that the Group has
decided not to adopt early.
Standard/Interpretation
Effective Date
Years beginning
on or after Expected Impact
IFRS 16 Leases (Amendment – Liability in a Sale
and Leaseback)
January 1,
2024
Unlikely there will be
a material impact
IAS 1 Presentation of Financial Statements
(Amendment – Classification of Liabilities as
Current or Non-current)
January 1,
2024
Unlikely there will be
a material impact
IAS 1 Presentation of Financial Statements
(Amendment – Non-current Liabilities with
Covenants)
January 1,
2024
Unlikely there will be
a material impact
IAS 7 Statement of Cash Flows and IFRS
7 Financial Instruments: Disclosures
(Amendment – Supplier Finance
Arrangements)
January 1,
2024
Increased disclosure in the
notes to cash flows and financial
instruments around supplier
finance arrangements
IAS 21 The Effects of Changes in Foreign
Exchange Rates (Amendment – Lack of
Exchangeability)
January 1,
2025
Unlikely there will be
a material impact





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FOR THE YEAR ENDED 31 DECEMBER 2023 continued

1. BASIS OF PREPARATION (continued)
1.3 Going Concern
As at 31 December 2023, the Group had a robust balance sheet with a low debt gearing with
equity of $273.1 million and loans and borrowings of $102.6 million. Cash as at 31 December
2023 was $34.4 million, with net debt of $68.2 million. Investments in listed entities at the end
of December 2023 amounted to $44.8 million which provided additional flexibility as these
investments could be converted into cash.
This robustness is underpinned by stable cash flows generated by a diversified service offering
and diversified contract portfolio. Revenues continued to perform strongly in 2023 with
increased revenue of 10% compared to 2022. Commercially, the Group secured two long-term
major contracts with high-quality customers in 2023: Ivindo Iron in Gabon which is majority
owned by major mining company Fortescue Metals Group for drilling, mining and crushing
services and Nevada Gold Mines in USA, a JV between Barrick Gold Corporation and Newmont
Corporation for comprehensive drilling and laboratory services. The contract with Nevada Gold
Mines had not started generating revenue as at 31 December 2023.
In determining the going concern status of the business, the Board has reviewed the Group’s
forecasts for the 18 months to June 2025, including both forecast liquidity and covenant
measurements. In the assessment, management took into consideration the principal risks of
the business that are most relevant to the going concern assessment and reverse stressed the
forecast model to identify the magnitude of sensitivity required to cause a breach in covenants
or risk the going concern of the business, alongside the Group’s capacity to mitigate. The most
relevant sensitivity was considered to be a decrease in EBITDA through loss of contracts, with
no redeployment of equipment. EBITDA would need to fall over 40% during the period of
assessment for going concern to breach the covenant test. Given the strong market demand
from existing high-quality clients and across a large tendering pipeline, the Group’s increased
service diversification and the limited contract expiries due during the year, management
considers the risk of a deep demand reduction to be low.
Given the Group’s exposure to high-quality mine site operations, we consider a decrease
of such magnitude to be remote. Based on its assessment of the forecasts, principal risks
and uncertainties and mitigating actions considered available to the Group (holding back
dividends, sale of listed investments, capex deferment) in the event of downside scenarios, the
Board confirms that it is satisfied the Group will be able to continue to operate and meet its
liabilities as they fall due over the going concern period to June 2025. Accordingly, the Board
has concluded that the going concern basis in the preparation of the Financial Statements is
appropriate and that there are no material uncertainties that would cast doubt on that basis of
preparation.



1.4 Material Accounting Information
1.4.1 Consolidation
Basis of consolidation
The consolidated Annual Financial Statements incorporate the Annual Financial Statements of
the Company and all subsidiaries. Subsidiaries are entities (including structured entities) which
are controlled by the Group.
The 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 results of subsidiaries are included in the consolidated Annual Financial Statements from the
effective date of acquisition to the effective date of disposal.
Adjustments are made when necessary to the Annual Financial Statements of subsidiaries to
bring their accounting policies in line with those of the Group.
All inter-company transactions, balances and unrealised gains on transactions between group
companies are eliminated in full on consolidation. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred.
Non-controlling interests (NCI) in the net assets of consolidated subsidiaries are identified and
recognised separately from the Group’s interest therein and are recognised within equity. Losses
of subsidiaries attributable to NCI are allocated to the NCI even if this results in a debit balance
being recognised for the NCI.
Transactions with non-controlling interests that do not result in loss of control are accounted for
as equity transactions and are recognised directly in the Statement of Changes in Equity.
The difference between the fair value of consideration paid or received and the movement in NCI
for such transactions is recognised in equity attributable to the owners of the Company.
Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining
investment is measured to fair value with the adjustment to fair value recognised in profit or
loss as part of the gain or loss on disposal of the controlling interest. The fair value is the initial
carrying amount for the purposes of subsequently accounting for the retained interest as an
associate, joint venture or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the Group had directly
disposed of the related assets or liabilities. This may mean that amounts previously recognised in
other comprehensive income are reclassified to profit or loss.




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FOR THE YEAR ENDED 31 DECEMBER 2023 continued



1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)

1.4.1 Consolidation (continued)


Business combinations
The Group accounts for business combinations using the acquisition method of accounting.
The cost of the business combination is measured as the aggregate of the fair values of assets
given, liabilities incurred or assumed and equity instruments issued. Costs directly attributable
to the business combination are expensed as incurred, except the costs to issue debt which are
amortised as part of the effective interest and costs to issue equity which are included in equity.
Any contingent consideration is included in the cost of the business combination at fair value
as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise
as a result of the contingent consideration are not affected against goodwill, unless they are
valid measurement period adjustments. Otherwise, all subsequent changes to the fair value
of contingent consideration that is deemed to be an asset or liability is recognised in either
profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent
consideration that is classified as equity is not remeasured and its subsequent settlement is
accounted for within equity.
The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition
conditions of IFRS 3 Business Combinations are recognised at their fair values at acquisition date,
except for non-current assets (or disposal groups) that are classified as held for sale in accordance
with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, which are recognised
at fair value less costs to sell.
On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are
reclassified where the classification is inappropriate for group purposes.
Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis
either at fair value or at the non-controlling interests’ proportionate share in the recognised
amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling
interests which are present ownership interests and entitle their holders to a proportionate share
of the entity’s net assets in the event of liquidation. All other components of non-controlling
interests are measured at their acquisition date fair values unless another measurement basis is
required by IFRS.
In cases where the Group held a non-controlling shareholding in the acquiree prior to obtaining
control, that interest is measured to fair value as at acquisition date. The measurement to fair
value is included in profit or loss for the year. Where the existing shareholding was classified as
an available-for-sale financial asset, the cumulative fair value adjustments recognised previously
to other comprehensive income and accumulated in equity are recognised in profit or loss as a
reclassification adjustment.







Goodwill is determined as the consideration paid, plus the fair value of any shareholding held
prior to obtaining control, plus non- controlling interest and less the fair value of the identifiable
assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula
is negative, then the difference is recognised directly in profit or loss.
Goodwill is not amortised but is tested on an annual basis for impairment. If goodwill is assessed
to be impaired, that impairment is not subsequently reversed.

Asset acquisition
In the event of an asset acquisition, the cost of the acquisition is assigned to the individual assets
and liabilities based on their relative fair values. Contingent consideration is accrued for when
these amounts are considered probable and are discounted to present value based on the
expected timing of payment.




1.4.2 Property, plant and equipment
Property, plant and equipment are tangible assets which the Group holds for its own use or for
rental to others and which are expected to be used for more than one year.
An item of property, plant and equipment is recognised as an asset when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably.
Property, plant and equipment is initially measured at cost. Cost includes all of the expenditure
which is directly attributable to the acquisition or construction of the asset, including the
capitalisation of borrowing costs on qualifying assets.
Depreciation of an asset commences when the asset is available for use as intended by
management. Depreciation is charged to write off the asset’s carrying amount over its estimated
useful life to its estimated residual value, using a method that best reflects the pattern in which
the asset’s economic benefits are consumed by the Group. Leased assets are depreciated in a
consistent manner over the shorter of their expected useful lives and the lease term. Depreciation
is not charged to an asset if its estimated residual value exceeds or is equal to its carrying amount.
Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale
or derecognised.
Depreciation is recognised in profit or loss so as to write-off the cost of assets, less their residual
values, over their expected useful lives using the straight-line method.
For Heavy Mining Equipment (HME), equipment hours are most closely linked with the economic
benefits of the asset. On this basis, the unit of production method using equipment hours is the
preferred method of depreciation for HME.





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1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)

1.4.2 Property, plant and equipment (continued)
The useful lives of items of property, plant and equipment have been assessed as follows:
Item Depreciation method Average useful life
Drilling rigs Straight line 5 – 20 years
Associated drilling equipment Straight line 2 – 7 years
Heavy mining equipment Production Hours 6,000 – 80,000 hours
Motor vehicles Straight line 4 – 7 years
Camp and associated
equipment
Straight line 3 – 5 years
Leasehold improvements Straight line 10 years
The residual value, useful life and depreciation method of each asset are reviewed at the end
of each reporting year. During the year, management has reassessed the residual values
and estimated useful lives for drilling rigs, associated drilling equipment and heavy mining
equipment. Therefore, this constitutes as a change in accounting estimate and the effect is
accounted for prospectively.
The resulting effect of the lower residual values and updated estimated useful lives on
depreciation expense for the current year is decrease of $0.2 million (2022: $ nil).
There have been no changes to the depreciation methods of assets during the year. If the
expectations differ from previous estimates, the change is accounted for prospectively as a
change in accounting estimate.

Impairment tests are performed on property, plant and equipment when there is an indicator
that they may be impaired. When the carrying amount of an item of property, plant and
equipment is assessed to be higher than the estimated recoverable amount, an impairment
loss is recognised immediately in profit or loss to bring the carrying amount in line with the
recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its continued use or disposal. Any gain or loss arising from
the derecognition of an item of property, plant and equipment, determined as the difference
between the net disposal proceeds, if any and the carrying amount of the item, is included in
profit or loss when the item is derecognised.


Where an item of property, plant and equipment consists of several significant components,
management recognises the components separately from the parent asset and assigns a
depreciation rate that represents the expected useful of the component.
Capital spares
Capital spare parts and servicing equipment relates to items that can only be used in connection
with specific items of property, plant and equipment and are expected to be used for more than
one year. They are measured at the lower of cost and net realised value. The cost of capital spare
parts comprises of all costs of purchase, costs of conversion and other costs incurred in bringing
the capital spare parts to their present location and condition.
Depreciation of capital spares commences when the asset has been installed and is capable of
being used. The depreciation charge is based on the expected useful life of the spare while it is
being used, which may be shorter than the useful life of the asset to which it relates. When the
spare is itself replaced, the asset is derecognised.
Refer to Note 1.4.8 for inventories that are regularly used or replaced, usually as part of a general
replacement programme.



1.4.3 Intangible assets
Intangible assets are initially recognised at cost.
Intangible assets are carried at cost less any accumulated amortisation and any impairment
losses. For intangible assets, amortisation is provided on a straight-line basis over their useful life
once the development of the software has been completed.
The amortisation period and the amortisation method for intangible assets are reviewed annually.
Reassessing the useful life of an intangible asset with a finite useful life after it was classified
as indefinite is an indicator that the asset may be impaired. As a result, the asset is tested for
impairment and the remaining carrying amount is amortised over its useful life.
Amortisation is provided to write down the intangible assets, on a straight-line basis, to their
residual value as follows:
Item Depreciation method Average useful life
Computer software Straight line 10 years





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1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)
1.4.4 Cloud Computing arrangements
The Group has a number of contracts for Software as a Service (“SaaS”) Cloud Computing
Arrangements. These contracts permit the Group to access vendor-hosted software and platform
services over the term of the arrangement. The Group does not control the underlying assets in
these arrangements and costs are expensed as incurred.
The Group also incurs implementation costs in respect of these contracts. Implementation costs
are capitalised as intangible assets where costs meet the definition and recognition criteria of
an intangible asset under IAS 38. Such costs typically relate to software coding which is capable
of providing benefit to the Group on a standalone basis. Other implementation costs primarily
relate to the configuration and customisation of the Cloud software solution and are assessed
to determine whether the implementation activity relating to these costs is distinct from the
Cloud Arrangement, in which case costs are expensed as the activity occurs. If the configuration
and customisation costs relate to activity which is integral to the Cloud Arrangement such
that the activity is received over the term of the Cloud Arrangement, costs are recognised as a
prepayment and expensed over the term of the Cloud Arrangement.

1.4.5 Financial instruments
Financial instruments held by the Group are classified in accordance with the provisions of IFRS 9
Financial Instruments. Broadly, the classification possibilities, which are adopted by the Group, as
applicable, are as follows:
Financial assets which are equity instruments:
Mandatorily at fair value through profit or loss.
Financial assets which are debt instruments:
Amortised cost. (This category applies only when the contractual terms of the instrument
give rise, on specified dates, to cash flows that are solely payments of principal and interest on
principal and where the instrument is held under a business model whose objective is met by
holding the instrument to collect contractual cash flows); or
Fair value through other comprehensive income. (This category applies only when the
contractual terms of the instrument give rise, on specified dates, to cash flows that are solely
payments of principal and interest on principal and where the instrument is held under a
business model whose objective is achieved by both collecting contractual cash flows and
selling the instruments); or
Mandatorily at fair value through profit or loss. (This classification automatically applies to
all debt instruments which do not qualify as at amortised cost or at fair value through other
comprehensive income); or






Designated at fair value through profit or loss. (This classification option can only be applied
when it eliminates or significantly reduces an accounting mismatch).


Derivatives which are not part of a hedging relationship:
Mandatorily at fair value through profit or loss.


Financial liabilities:
Amortised cost; or
Mandatorily at fair value through profit or loss. (This applies to contingent consideration in a
business combination or to liabilities which are held for trading); or
Designated at fair value through profit or loss. (This classification option can be applied when it
eliminates or significantly reduces an accounting mismatch; the liability forms part of a group
of financial instruments managed on a fair value basis; or it forms part of a contract containing
an embedded derivative and the entire contract is designated as at fair value through profit or
loss).

Note 33 presents the financial instruments held by the Group based on their specific
classifications.

Trade and other receivables
Trade and other receivables are recognised when the Group becomes a party to the contractual
provisions of the receivables.
Trade and other receivables are measured, at initial recognition, at fair value plus transaction costs,
if any and are classified as either as financial assets at amortised cost or financial assets at fair
value through profit or loss (FVTPL).
Amortised cost
Financial assets are classified in this manner because their contractual terms give rise, on
specified dates to cash flows that are solely payments of principal and interest on the principal
outstanding and the Group’s business model is to collect the contractual cash flows on trade and
other receivables.
The amortised cost is the amount recognised on the receivable initially, minus principal
repayments, plus cumulative amortisation (interest) using the effective interest method of any
difference between the initial amount and the maturity amount, adjusted for any loss allowance.
They are subsequently measured at amortised cost.
The Group recognises a loss allowance for Expected Credit Losses (ECL) on financial assets
measured at amortised cost. When considering ECL, the Group reviews historical and forward-
looking information. The amount of expected credit losses is updated at each reporting date.






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1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)



1.4.5 Financial instruments (continued)
The Group measures the allowance for credit losses for financial assets measured at amortised
cost at an amount equal to lifetime expected credit losses, which represents the expected credit
losses that will result from all possible default events over the expected life of the receivable. A
default event means when the Group deems that funds are irrecoverable and written off.

Fair value through profit or loss
Financial assets measured at FVTPL are initially recognised and subsequently measured at fair
value. The fair value amounts are based on the price that would be received to sell an asset in an
orderly transaction between market participants at the measurement date.
Trade receivables are presented in Note 17, other receivables are presented in Note 18 and fair
value measurements are presented in Note 34.
Recoverable VAT
The Group’s subsidiaries are subject to value-added tax (VAT) in the jurisdictions in which they
operate. The amount of VAT liability is determined by applying the applicable tax rate to the
amount invoiced less VAT paid on purchases. When VAT paid on purchases exceed VAT charged
on sales of goods and services, the excess is regarded as recoverable upon the submission of VAT
returns and the acceptance of these VAT returns by the relevant tax authorities. VAT recoverable is
reviewed for impairment at the end of each reporting date. For VAT recoverable longer than one
year, the Group considers the appropriateness of discounting for the time value of money.
Recoverable VAT is presented in Note 18.

Investments in equity instruments
Investments in equity instruments are classified mandatorily at fair value through profit or loss.
Investments in equity instruments are recognised when the Group becomes a party to the
contractual provisions of the instrument. The investments are measured, at initial recognition, at
fair value. Transaction costs are added to the initial carrying amount for those investments which
have been designated as at fair value through other comprehensive income. All other transaction
costs are recognised in profit or loss. Investments in equity instruments are subsequently
measured at fair value with changes in fair value recognised either in profit or loss.
Investments in equity instruments are presented in Note 19 and details of the valuation policies
and processes are presented in Note 34.






Cash and cash equivalents
Cash and cash equivalents are stated at carrying amount which is deemed to be fair value.
For the purpose of the Statement of Cash Flows, cash and cash equivalents comprise cash on
hand and deposits held on call with banks with a maturity period of less than three months.
Cash and cash equivalents are presented in Note 20.


Financial Liabilities
All financial liabilities are measured subsequently at amortised cost using the effective interest
method.
The effective interest method is a method of calculating the amortised cost of a financial liability
and of allocating interest expense over the relevant period. The effective interest rate is the rate
that exactly discounts estimated future cash payments (including all fees and points paid or
received that form an integral part of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the financial liability, or (where appropriate)
a shorter period, to the amortised cost of financial liability.
Loans and borrowings are presented in Note 26 and trade and other payables are presented
in Note 28.


1.4.6 Tax
Current tax assets and liabilities
Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the
amount already paid in respect of current and prior periods exceeds the amount due for those
periods, the excess is recognised as an asset.
Current tax liabilities (assets) for the current and prior periods are measured at the amount
expected to be paid to (recovered from) the tax authorities, using the tax rates and tax laws that
have been enacted or substantively enacted in countries where the company and its subsidiaries
operate at the end of the reporting period.
Current tax assets and liabilities are presented in Note 30.




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1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)

1.4.6 Tax (continued)
Deferred tax assets and liabilities
A deferred tax liability is recognised for all taxable temporary differences, except to the extent that
the deferred tax liability arises from the initial recognition of an asset or liability in a transaction
which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
A deferred tax asset is recognised for all deductible temporary differences to the extent that it is
probable that taxable profit will be available against which the deductible temporary difference
can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of
an asset or liability in a transaction at the time of the transaction, affects neither accounting profit
nor taxable profit (tax loss).
A deferred tax asset is recognised for the carry forward of unused tax losses to the extent that it
is probable that future taxable profit will be available against which the unused tax losses can be
utilised. This is not applicable for the Group as there are no deferred tax assets at the end of the
reporting date.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates and tax laws that have
been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are presented in Note 27.

Tax expenses
Current and deferred tax are recognised in profit or loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case the current and
deferred tax are also recognised in other comprehensive income or directly in equity respectively.
When current tax or deferred tax arises from the initial accounting for a business combination,
the tax effect is included in the accounting for the business combination.
Tax expenses are presented in Note 9.

Uncertainty over Income Tax Treatments
When considering the appropriate accounting for current and deferred tax liabilities and assets
in circumstances in which there is uncertainty over income tax treatments, the Group considers
whether it is probable that the relevant tax authority will accept the position adopted, assuming
that the tax authority has full knowledge of all related information. If the assessed probability
is that the tax authority will not accept the income tax treatment adopted, in accounting for
the current and deferred tax asset or liability, the Group makes an assessment of the probable
outcome of the uncertain tax position.
Uncertainty over Income Tax Treatments is presented in Note 9.

1.4.7 Leases
The Group assesses whether a contract is, or contains a lease, at the inception of the contract.
A contract is or contains a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration.
In order to assess whether a contract is, or contains a lease, management determine whether the
asset under consideration is “identified”, which means that the asset is either explicitly or implicitly
specified in the contract and that the supplier does not have a substantial right of substitution
throughout the period of use. Once management has concluded that the contract deals with an
identified asset, the right to control the use thereof is considered. To this end, control over the use
of an identified asset only exists when the Group has the right to substantially all of the economic
benefits from the use of the asset as well as the right to direct the use of the asset.
In circumstances where the determination of whether the contract is or contains a lease requires
significant judgement, the relevant disclosures are provided in the significant judgments and
sources of estimation uncertainty section of these accounting policies.
Group as lessee
A lease liability and corresponding right-of-use asset are recognised at the lease commencement
date, for all lease agreements for which the Group is a lessee, except for short-term leases of 12
months or less, or leases of low value assets. For these leases, the Group recognises the lease
payments as an operating expense on a straight-line basis over the term of the lease unless
another systematic basis is more representative of the time pattern in which economic benefits
from the leased asset are consumed.
Details of leasing arrangements where the Group is a lessee are presented in Note 13 Leases.




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1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)
1.4.7 Leases (continued)
Lease liability
The lease liability is initially measured at the present value of the lease payments that are not paid
at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot
be readily determined, the Group uses its incremental borrowing rate.
The definition of the lessee’s incremental borrowing rate states that the rate should represent
what the lessee would have to pay to borrow over a similar term and with similar security, the
funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic
environment. In practice, judgement will be needed to estimate an incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
Fixed lease payments, including in-substance fixed payments, less any lease incentives;
Variable lease payments that depend on an index or rate, initially measured using the index
or rate at the commencement date;
Amount expected to be payable by the Group under residual value guarantees;
Exercise price of purchase options, if the Group is reasonably certain to exercise the option;
Lease payments in an optional renewal period if the Group is reasonably certain to exercise
an extension option; and
Penalties for early termination of a lease, if the lease term reflects the exercise of an option
to terminate the lease.
Variable rents that do not depend on an index or rate are not included in the measurement of
the lease liability (or right-of-use asset). The related payments are recognised as an expense in the
period incurred and are included in operating expenses. These amounts are presented in Note 6.
The lease liability is presented as a separate line item on the Statement of Financial Position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest
on the lease liability (using the effective interest method) and by reducing the carrying amount
to reflect lease payments made. Interest charged on the lease liability is included in finance costs.
Finance costs relating to the lease liability are presented in Note 7.
The Group has applied judgement to determine the lease term for some lease contracts in which
it is a lessee that include renewal options. The assessment of whether the Group is reasonably
certain to exercise such options impact the lease terms, which significantly affects the amount
of lease liabilities and rights of use of assets recognised.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related
right-of-use asset) when there has been:
Changes to the lease term, in which case the lease liability is remeasured by discounting the
revised lease payments using a revised discount rate;
Changes in the assessment of whether the Group will exercise a purchase, termination or
extension option, in which case the lease liability is remeasured by discounting the revised
lease payments using a revised discount rate;
Changes to the lease payments due to a change in an index or a rate, in which case the lease
liability is remeasured by discounting the revised lease payments using the initial discount rate
(unless the lease payments change is due to a change in a floating interest rate, in which case
a revised discount rate is used);
Changes in expected payments under a residual value guarantee, in which case the lease
liability is remeasured by discounting the revised lease payments using the initial discount rate;
and
Modifications to the lease contract and the lease modification is not accounted for as a
separate lease, in which case the lease liability is remeasured by discounting the revised
payments using a revised discount rate.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset or is recognised in profit or loss if the carrying amount
of the right-of-use asset has been reduced to zero.
Lease payments included in the measurement of the lease liability comprise the following:
Initial amount of the corresponding lease liability;
Any lease payments made at or before the commencement date;
Any initial direct costs incurred;
Any estimated costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, when the Group incurs an obligation to do so, unless
these costs are incurred to produce inventories; and
Less any lease incentives received.
The Group presents the part of the lease payment that represents interest portion of the lease
liability as a operating cash flow in Statement of Cash Flows in accordance with IAS 7 Statement
of Cash Flows.




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1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)
1.4.7 Leases (continued)
Right-of-use assets
Right-of-use assets are presented as a separate line item on the Statement of Financial Position.
Right-of-use assets are subsequently measured at cost less accumulated depreciation and
impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the
underlying asset. However, if a lease transfers ownership of the underlying asset or the cost of the
right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-
of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the
commencement date of a lease.
For right-of-use assets which are depreciated over their useful lives, the useful lives are
determined consistently with items of the same class of property, plant and equipment. Refer to
the accounting policy for property, plant and equipment for details of useful lives.
The residual value, useful life and depreciation method of each asset are reviewed at the end of
each reporting year. If the expectations differ from previous estimates, the change is accounted
for prospectively as a change in accounting estimate. Each part of a right-of-use asset with a cost
that is significant in relation to the total cost of the asset is depreciated separately.
The depreciation charge for each year is recognised in profit or loss unless it is included in the
carrying amount of another asset.

1.4.8 Inventories
Inventories relates to general spare parts, servicing equipment and consumables and are
regularly used or replaced as part of a general replacement programme. They are measured at
the lower of cost and net realisable value. Cost is determined on the weighted average cost basis.
Redundant and slow-moving inventory are identified and written down to their net realisable
value.
Net realisable value is the estimated selling price in the ordinary course of business less the
estimated costs of completion and the estimated costs necessary to make the sale.
The cost of inventories comprises of all costs of purchase, costs of conversion and other costs
incurred in bringing the inventories to their present location and condition.

When inventories are used or sold, the carrying amount of those inventories are recognised as an
expense in the period in which the related revenue is recognised. The amount of any write-down
of inventories to net realisable value and all losses of inventories are recognised as an expense
in the period the write-down or loss occurs. The amount of any reversal of any write-down of
inventories, arising from an increase in net realisable value, are recognised as a reduction in the
amount of inventories recognised as an expense in the period in which the reversal occurs.


1.4.9 Impairment of assets
The Group assesses at the end of each reporting period whether there is any indication that an
asset may be impaired. If any such indication exists, the Group estimates the recoverable amount
of the asset. When it is not possible to estimate the recoverable amount for an individual asset,
the recoverable amount is determined for the cash-generating unit to which the asset belongs.
The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less
costs to sell and its value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount. That reduction is an impairment loss.
An impairment loss of assets carried at cost less any accumulated depreciation or amortisation
is recognised immediately in profit or loss. Where an impairment loss subsequently reverses,
the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of
its recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the asset
(cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income in
profit or loss immediately.


1.4.10 Share capital and equity
Ordinary shares are classified as equity. Ordinary shares are recognised at par value and classified
as “share capital” in equity. Any amounts received from the issue of shares in excess of par value
is classified as “share premium” in equity. Dividends are recognised as a liability when they are
declared.
1.4.11 Treasury shares
Treasury shares represent the shares of the parent company, Capital Limited, that are held
in treasury. Treasury shares are recorded at cost and deducted from equity.




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1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)
1.4.12 Share-based payments
Equity-settled share-based payments to employees and others providing similar services are
measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate
of equity instruments that will eventually vest. At each reporting date, the Group revises its
estimate of the number of equity instruments expected to vest. The impact of the revision of the
original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a
corresponding adjustment to the equity-settled employee benefits reserve.
Market conditions and non-vesting conditions are taken into account when estimating the fair
value of the equity-settled share-based payment.
As an exception, when the Group is obligated, in terms of tax legislation, to withhold an amount of
employees’ tax associated with an equity-settled share-based payment transaction (thus creating
a net settlement feature), the full transaction is still accounted for as an equity-settled share-based
payment transaction.

1.4.13 Employee benefits
Short-term employee benefits
A liability is recognised for benefits accruing to employees in respect of salaries, wages and
leave entitlements in the period the related services is rendered. Liabilities recognised in respect
of short-term employee benefits are measured at the undiscounted amount of the benefits
expected to be paid in exchange for the related service.
Retirement Benefits
The Group does not have a legal obligation to provide for retirement benefits, however each
subsidiary makes defined contributions for retirement benefits as per the country’s statutory
obligations and charged to profit or loss as payment falls due.

1.4.14 Revenue recognition
The core principle of IFRS 15 is that an entity should recognise revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard
introduced a 5-step approach to revenue recognition:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
Under IFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied,
i.e. when “control” of the goods or services underlying the particular performance obligation
is transferred to the customer.
Revenue is measured at the fair value of the consideration received or receivable.
Revenue is reduced for estimated customer returns, rebates and other similar allowances.
Performance obligations and timing of revenue recognition
Revenue from a contract to provide services is recognised by reference to either the stage of
completion (over time) or at a point in time. The Group recognises revenue from the following
streams:
Drilling, mining, crushing and associated revenue:
Revenue from drilling, mining and crushing services contracts is recognised at the
contractual rates as the respective services are delivered.
Revenue for mobilisation of drilling, mining and crushing equipment and associated
resources is recognised over the term of the contract.
Revenue for demobilisation of drilling, mining and crushing equipment and associated
resources is recognised at a point of time when the contract is concluded.
Revenue where the Group purchases equipment on behalf of the customer is recorded
at a point in time when the goods have been delivered on-site to the customer;
Revenue from surveying is recognised at the contractual rates as the survey services are
delivered; and
Laboratory analysis of drilling samples relates to sample analysis by MSALABS provided to
customers. Transfer of benefits occurs when testing is completed for each sample received
and results communicated to customers. Samples are received in batches from customers
and processed continuously. Revenue is recognised when testing of a batch is completed
and when results are communicated.





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1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)

1.4.14 Revenue recognition (continued)
Costs to fulfil a contract
The Group recognises assets relating to the costs incurred to fulfil a contract or setup costs
(mobilisation costs) that are directly related to the principal contract, provided that they will be
recovered through the performance of the contract.
Costs required to set up the contract, mobilisation costs are capitalised provided that it is
probable that they will be recovered in the future and that they do not include expenses that
would normally have been incurred by the Group if the contract had not been obtained. They
are amortised over the period of the contract. If the above conditions are not met, these costs are
taken directly to profit or loss.

Dividend and interest income
Dividend income from investments is recognised when the shareholder’s right to receive
payment has been established (provided that it is probable that the economic benefits will flow
to the Group and the amount of income can be measured reliably). Dividend income is only
recognised when all the above criteria was met.
Interest income from a financial asset is recognised when it is probable that the economic
benefits will flow to the Group and the amount of income can be measured reliably. Interest
income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset’s net carrying amount on
initial recognition.




1.4.15 Translation of foreign currencies
Functional and presentation currency
The individual Financial Statements of each Group Company are presented in the currency of the
primary economic environment in which it operates (its functional currency). For the purpose of
the Group Financial Statements, the results and financial statements of each company within the
Group are translated to United States Dollars, which is the functional currency of the Group and
the presentation currency for the Group Financial Statements.

Foreign currency transactions
In preparing the Financial Statements of the individual Group companies, transactions in
currencies other than the entity’s functional currency (foreign currencies) are recognised at the
rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary
items that are denominated in foreign currencies are retranslated at the rates prevailing at that
date. Non-monetary items that are measured in terms of historical cost in a foreign currency shall
be translated using the exchange rate at the date of the transaction.
Exchange differences are recognised in profit or loss in the period in which they arise except for:
Exchange differences on foreign currency borrowings relating to assets under construction for
future productive use, which are included in the cost of those assets when they are regarded
as an adjustment to interest costs on those foreign currency borrowings;
Exchange differences on transactions entered into to hedge certain foreign currency risks; and
Exchange differences on monetary items receivable from or payable to a foreign operation
for which settlement is neither planned nor likely to occur (therefore forming part of the net
investment in the foreign operation), which are recognised initially in other comprehensive
income and reclassified from equity to profit or loss on repayment of the monetary items.
For the purpose of presenting Group Financial Statements, the assets and liabilities of the
Group’s foreign operations are translated into United States Dollars at exchange rates prevailing
on the reporting date. Income and expense items are translated at the average exchange rates
for the period, unless exchange rates fluctuate significantly during that period, in which case
the exchange rates at the date of transactions are used. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in equity (attributed to non-
controlling interests as appropriate).
On disposal of a foreign operation, all of the exchange differences accumulated in equity
in respect of that operation attributable to the owners of the Company are reclassified to
profit or loss.




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 continued


1. BASIS OF PREPARATION (continued)
1.4 Material Accounting Information (continued)
1.4.16 Contingent Liabilities
A contingent liability is a possible obligation from past events that will be confirmed by some
future event or a present obligation from a past event, but either:
Outflow of economic benefits to satisfy this obligation is not probable, or
Amount of obligation cannot be reliably measured.
In events where firm indications of a possible obligation exist the Group will use judgements
based on estimates from expert advice to provide for the portion of the possible expense.

1.4.17 Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as
a result of a past event, if it is probable the Group will be required to settle the obligation, and
a reliable estimate can be made of the amount of the obligation. The amount recognised as
a provision is the best estimate of the consideration required to settle the obligation at the
reporting date, taking into account the risks and uncertainties surrounding the obligation. If the
time value of money is material, provisions are discounted using a current pre-tax discount rate
specific to the liability.

1.4.18 Consideration of climate change
In preparing the Group’s Annual Financial Statements, the Directors have considered the impact
of climate change, particularly in the context of the risks identified in the TCFD disclosure on
pages 40 to 53 this year. There has been no material impact identified on the financial reporting
judgements and estimates. In particular, the Directors considered the impact of climate change
in respect of the following areas:
Going concern and viability of the Group over the next three years;
Cash flow forecasts used in the impairment assessments of non-current assets; and
Carrying value and useful economic lives of property, plant and equipment.
Whilst there is currently no medium-term impact expected from climate change, the Directors
are aware of the ever-changing risks attached to climate change and will regularly assess these
risks against judgements and estimates made in preparation of the Group’s Annual Financial
Statements.


2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Annual Financial Statements in conformity with IFRS requires
management, from time to time, to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets, liabilities, income and expenses.
These estimates and associated assumptions are based on experience and various other factors
that are believed to be reasonable under the circumstances. Actual results may differ from
these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the estimates are revised
and in any future periods affected.
2.1 Critical judgements in applying accounting policies
The critical judgements made by management in applying accounting policies, apart from those
involving estimations, that have the most significant effect on the amounts recognised in the
Annual Financial Statements, are outlined as follows:
Impairment of property, plant & equipment
At the end of every year, management uses judgement to review the indicators of impairment
of property, plant and equipment. Depending on those indicators, management will determine
if an impairment review needs to be done. Refer to Note 12 for details on external indicators and
management assessment on the impairment of property, plant and equipment.
Going concern
There is an element of judgement involved in determining the financial forecasts and availability
of cash and headroom over banking facilities and covenants in the context of the Group’s
principal risks. Refer to Note 1.3 for the detailed assessment on going concern.
Recoverability of trade receivables
The Group has material amounts of billed and unbilled services outstanding at 31 December 2023.
Receivables are recognised initially at cost (being the same as fair value) and subsequently at
amortised cost less any allowance for impairment, to ensure that amounts recognised represent
the recoverable amount. The Group recognises a loss allowance for expected credit losses (ECL)
on all receivable balances from customers using a lifetime credit loss approach and includes
specific allowance for impairment where there is evidence that the Group will not be able to
collect amounts due from customers, subsequent to initial recognition. Management applies
judgement on specific allowances for impairment based on the information available at each
reporting date which includes information about past events, current conditions and forecasts
of the future economic condition of customers. Further details of the Group’s recoverability are
provided for trade receivables in Note 17.




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2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
2.1 Critical judgements in applying accounting policies (continued)
Contingent liabilities
Management applies its judgement to the fact patterns and advice it receives from its attorney,
advocates and other advisors in assessing if an obligation, including taxation-related claims, is
probable, more likely than not, or remote. This judgement application is used to determine if the
obligation is recognised as a liability or disclosed as a contingent liability. Further details of the
Group’s contingent liabilities are provided in Note 38.
Uncertain taxation provisions
The Group operates internationally in territories with different and complex tax codes.
Management exercises judgement in relation to the level of provision required for uncertain tax
outcomes. There are a number of tax positions not yet agreed with the tax authorities where
different interpretation of legislation and commercial arrangements could lead to a range of
outcomes. The tax positions under review covers corporate income tax, VAT, minimum income
tax, withholding taxes and payroll. Judgements are made for each position having regard to the
particular circumstances and advice obtained.
Management also exercises judgement in assessing the availability of suitable future taxable
profits to support deferred tax asset recognition.
Further details of the Group’s tax position are provided in Note 27, Note 30 and Note 38.
Classification of spare parts and servicing equipment
Management exercises judgement in assessing spare parts and servicing equipment
classification. Spare parts and servicing equipment are carried as inventory and recognised as an
expense when consumed. However major spares stand-by equipment qualifies as property, plant
and equipment when an entity expects to use them during more than one period and if spare
parts and servicing equipment can be used only in connection with an item of property, plant
and equipment, they are accounted for as property, plant and equipment.
Investments at fair value
The Group holds investments classed as Level 3. The Group has assessed the fair value of these
investments based on a net asset approach and a cost approach. This requires Directors’
estimates to be used and judgements to be made with any gain or loss in fair value recognised in
the statement of profit or loss. Further details of the Group’s investments at fair value are provided
in Note 19.

Recoverability value-added tax (“VAT”)
Included in trade and other receivables are material recoverable VAT balances owing mainly
by the fiscal authorities in a number of jurisdictions. In assessing the recoverability of the VAT
balance, the Group assessed the ECL on the VAT amounts owing based on current and historic
correspondence with the relevant fiscal authorities and consultation with local tax experts.
The Group is following the relevant process in each country to recoup the VAT balances owing
and continues to engage with authorities to estimate if all amounts are recoverable and to
accelerate the refund of the outstanding VAT balances.
Further details of the Group’s VAT recoverability are provided in Note 18.

2.2 Key sources of estimation uncertainty
Useful lives of property, plant and equipment
Management assesses the appropriateness of the useful lives of property, plant and equipment
at the end of each reporting period. The useful economic lives of drilling rigs and heavy mining
equipment were reviewed during the year which resulted in the useful lives being updated.
The change is applied prospectively in the determination of the depreciation charge.
Heavy mining equipment is depreciated using the unit of production method based on the
estimated production hours. The estimated production hours for each type of equipment are
based on the original equipment manufacturers standards, together with an assessment by the
Group’s technical team.
The useful lives of property, plant and equipment could be reduced by climate-related matters,
for example, as a result of physical risks, obsolescence or legal restrictions. The change in useful
lives would have a direct impact on the amount of depreciation or amortisation recognised
each year from the date of reassessment. The Directors’ review of useful lives has taken into
consideration the impacts of the Group’s decarbonisation commitments and has not had a
material impact on the results for the year.
Further details of the Group’s property, plant and equipment are provided in Note 1.4.2 and Note
12.
Share-based payments
In calculating the share-based payment charge for the year under IFRS 2 Share-based Payments,
certain assumptions have been made surrounding the future performance of the Group’s share
price and the number of employees likely to remain employed during the duration of the option
life period. In addition, in order to arrive at a fair value for each of the grants, certain parameters
have been assumed for the grants and these have been disclosed in Note 23.



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2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
2.2 Key sources of estimation uncertainty (continued)
Transportation costs – Freight and customs
The Group has significant inventory which is purchased across the world. Freight and custom
costs are only capitalised on initial recognition when the inventory is purchased. In order to
allocate freight and customs incurred to inventories, management makes use of the inventory
consumption during the year to determine the percentage of freight and customs costs which
are attributable to inventory and cost of sales. Further details of the Group’s inventories are
provided in Note 16.
Inventory provisions
Inventories are valued at the lower of cost and net realisable value. At year end, management
estimates the net realisable value of inventories in order to decide whether to make provision
for obsolescence. Factors which are considered include the ageing profile of inventories, storage
conditions as well as the shelf life of specific inventories.
Climate-related matters may affect the value of inventory as they could become obsolete as a
result of a decline in selling prices or a reduction in demand. After consideration of the typical
stock-turns of the inventory in relation to the rate of change in the market the Directors consider
that inventory is appropriately valued.
Refer to Note 6 and Note 16 for details on the amount of inventory provision for obsolescence.
Incremental borrowing rate
The Group used estimates of its incremental borrowing rate to calculate the present value
of future lease payments at the date of adoption/commencement of the leases. The Group
calculated its incremental borrowing rate based on existing loan facility arrangements. The
weighted average incremental borrowing rate applied to lease arrangements entered into during
the year was 10.0% (2022: 7.0%). Further details of the Group’s loans and borrowing are provided in
Note 26.
2.3 Fair value measurement
In estimating an asset or liability’s fair value, the Group takes into account the asset or liability’s
characteristics if market participants would take those characteristics into account when pricing
the asset or liability at the measurement date.
Fair value for measurement and/or disclosure purposes in these Financial Statements is
determined on such a basis, except for share-based payment transactions that are in the scope
of IFRS 2, leasing transactions which are within the scope of IFRS 16 and measurements that have
some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in
use in IAS 36.
In addition, for financial reporting purposes, fair value measurements are categorised into Level
1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable
and the significance of the inputs to the fair value measurement in its entirety, which are
described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable
for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
The classification of an item into the above levels is based on the lowest level of the inputs used
that has a significant effect on the item’s fair value measurement. Transfers of items between
levels are recognised in the period they occur.
Further details of the Group’s financial instruments are provided in Note 33 and further details
of the Group’s fair value investments are provided in Note 19 and Note 34.



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3. REVENUE
Revenue from the rendering of services comprises:
2023
$’000
2022
$’000
Drilling and associated revenue 211,552 208,562
Mining and associated revenue 64,721 49,763
Laboratory services revenue 38,405 27,305
Revenue from surveying 3,746 4,654
Total revenue 318,424 290,284
The Group has four revenue streams:
Drilling revenue relates to drilling services revenue where the terms of the contract with
customers requires the Group to drill a specified number of metres at a specified drilling
rate. Revenue is recognised over time as the drilling services are provided, which in turn fulfils
the performance obligations. Under IFRS 15, it has been concluded that the Group has an
enforceable right to payment for performance completed.
The transaction price for drilling is the price per meter drilled multiplied by the number of
metres drilled. The e-plod system is a day-by-day tracker of the metres drilled per rig. This takes
into account the metres, relevant rate per meter and leads to the revenue number. Revenue
recognition occurs when the relevant geologist/mine manager signs and accepts the e-plod
report which is converted monthly/bi-monthly into invoices.
Revenue for mobilisation of drilling equipment and associated resources is classified on the
Statement of Financial Position as unearned revenue (contract liability) and is recognised over
the term of the contract.
Revenue for demobilisation is recognised at a point in time when the contract is concluded
and the Group has physically demobilised off the site. Related costs of demobilisation are
charged to profit or loss as incurred.
Mining revenue relates to contracted mining services, equipment rental services and
mobilisation of equipment at customers’ mine sites.
Revenue for the mining services is generated based on the bank cubic metres (BCM) moved
multiplied by the rates per bank cubic metre as per the contract and fixed monthly fees.
Revenue is recognised over time as the load and haul service is provided, which in turn
fulfils the performance obligations. Invoices are raised monthly after customer sign off and
acceptance of the progress claim that details tonnage of earth moved at the contracted rates.
The mining equipment rental contracts consists of both the variable and fixed fee rates.
Revenue is generated based on the fixed fee per equipment plus the variable rate multiplied
by the number of hours the equipment worked for the month. Invoices are raised monthly
with customer sign off on equipment engine hours. Customers are given 30 days credit
periods for services rendered.
Revenue for mobilisation of mining equipment and associated resources is classified on the
Statement of Financial Position as unearned revenue (contract liability) and is recognised over
the term of the contract.
Revenue for demobilisation is recognised at a point in time when the contract is concluded
and the Group has physically demobilised off the site. Related costs of demobilisation are
charged to profit or loss as incurred.
The Group, acting as a principal, can sometimes purchase equipment on behalf of the
customer. Revenue is recorded at a point in time when control has been transferred to
the customer, generally being when the goods have been delivered to a customer on-site
pursuant to the sales order.
Laboratory analysis of drilling samples relates to sample analysis by MSALABS provided to
customers. Samples are analysed and invoiced as and when the results are obtained and
communicated to customers. Under IFRS 15 it has been concluded that the Group has an
enforceable right to payment for performance completed.
Revenue from surveying relates to short-term hire of down hole surveying equipment.
Under IFRS 15, it has been concluded that the Group has an enforceable right to payment
for performance completed. Meeting of performance obligations and transfer of benefits is
continuous.
The Group had recognised $5.4 million (2022: $2.3 million) on the Statement of Financial Position
and amortised $1.8 million (2022: $1.4 million) to the Statement of Comprehensive Income in
relation to costs to fulfil contracts.
There are no significant financing components present in any of the Group’s contracts with
customers.
The Group applies the practical expedient in IFRS 15:121 as the Group has a right to consideration
from its customers for the value of the drilling or mining services that have already been provided.
No other consideration is generated from its customers outside the contracts already in place.




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4. COST OF SALES
2023
$’000
2022
$’000
Employee cost (Note 6) 70,864 63,236
Consumables 24,554 20,716
Repairs and maintenance 23,250 24,649
Fuel 5,530 8,056
Camp operational cost 6,116 5,438
Other cost of sales 11,469 5,938
Freight and customs 10,634 10,036
Equipment hire 2,245 2,014
Travel and accommodation 6,308 5,423
Safety gear and equipment 3,517 3,128
Establishment cost 612 945
Others 6,425 6,273
Total cost of sales 171,524 155,852

5. ADMINISTRATION EXPENSES
2023
$’000
2022
$’000
Employee cost (Note 6) 19,809 16,324
Professional fees 3,813 3,848
Insurance 1,986 1,886
Rental cost 1,605 1,549
Share-based payment expenses (Note 6) 3,540 2,774
Bad debts written off 218 1,458
Increase in net expected credit loss provision (Note 17) 1,717 2,980
Travel and accommodation 3,211 2,499
Bank charges 1,382 1,277
Foreign exchange (gain) / loss (151) 1,711
Software costs 1,933 1,104
Other expenses 7,789 6,921
Total administration expenses 46,852 44,331



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6. PROFIT FROM OPERATIONS
The following items have been recognised as expenses in determining profit from operations:
2023
$’000
2022
$’000
Depreciation, amortisation and impairments
Rights of use assets 7,510 3,458
Computer software 7 4
Drilling rigs 10,521 10,373
Associated drilling equipment 4,900 3,134
Vehicles and trucks 4,493 3,180
Camp and associated equipment 2,594 1,390
Mining equipment 9,302 8,877
Total depreciation 39,327 30,416

Impairment
Vehicles and trucks 389
Camp and associated equipment 50
Total impairment 439
Total depreciation, amortisation and impairments 39,766 30,416
Operating lease expense
Short term equipment rental 3,786 3,335

Employee costs
Salaries, wages, bonuses and other benefits 90,673 79,560
Share-based compensation expense 3,540 2,774
Total employee costs 94,213 82,334

Other
Loss on disposal of property, plant and equipment 946 669
Legal and professional fees 3,813 3,848
Stock write-off 691 200
Provision for inventory obsolescence 574 745
Allowance for credit losses 1,716 2,981
Bad debts written off 218 1,458
Other taxes 558 333
Increase / (decrease) in provisions for other taxes 136 (288)



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7. FINANCE COSTS
2023
$’000
2022
$’000
Interest on lease liabilities 2,081 818
Interest on bank loans 7,705 4,220
Interest on supplier credit facilities 1,943 1,005
Amortised debt arrangement costs 1,240 439
Other interest paid 33 874
Total finance charges 13,002 7,356


8. FAIR VALUE GAIN / (LOSS) ON FINANCIAL ASSETS
Fair value gain / loss on financial assets recognised during the year consists of:
2023
$’000
2022
$’000
Valuation of equity investments at fair value through profit or loss 3,513 (19,535)
Valuation of derivative financial assets through profit or loss 53 (555)
Realised gain on disposal of equity investments 347 292
Valuation of receivables at fair value through profit or loss (924)
Fair value gain / (loss) on investments 2,989 (19,798)


9. TAXATION
Major components of the tax expense:
2023
$’000
2022
$’000
Current
Income tax – current period 11,140 9,371
Income tax – recognised in current tax for prior periods (363) 205
Withholding tax – current period 1,027 260
Total current taxation 11,804 9,836
Deferred
Current year
Total deferred taxation
Total taxation 11,804 9,836
Capital Limited is incorporated in Bermuda and is domiciled in the United Kingdom for tax
purposes from 1 January 2023. Taxation is calculated in terms of the legislation and rates prevailing
in the respective jurisdictions.




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9. TAXATION (continued)
Reconciliation of the tax expense
The taxation charge for the year can be reconciled to the theoretical amount that would arise
using the basic tax rate on the profit or loss per the Statement of Comprehensive Income
as follows:
2023
$’000
2022
$’000
Accounting profit before tax 50,334 32,566
Tax at domestic rates applicable to profits and losses
in the jurisdictions in which the Group operates 983 4,190
Tax effect of adjustments on taxable income
Revenue-based and other withholding taxes 4,987 3,349
Permanent differences 4,806 623
Prior year under provision (363) 205
Losses not recognised 1,391 1,469
Total taxation 11,804 9,836
The Group’s consolidated income tax expense is affected by the varying tax laws and income
tax rates in effect in the various countries in which it operates, which are mainly in Africa,
Middle East and the Americas.
Uncertain income tax positions
The Group operates in multiple jurisdictions with complex legal and tax regulatory environments.
In certain of these jurisdictions, the Group has taken income tax positions that management
believes are supportable and are intended to withstand challenge by tax authorities. Some
of these positions are inherently uncertain and relate to the interpretation of income tax
laws. The Group periodically reassesses its tax positions. Changes to the financial statement
recognition, measurement, and disclosure of tax positions is based on management’s best
judgment given any changes in the facts, circumstances, information available and applicable tax
laws. Considering all available information and the history of resolving income tax uncertainties,
the Group believes that the ultimate resolution of such matters will not likely have a material
effect on the Group’s financial position, statements of income or cash flows.


10. EARNINGS PER SHARE
Basic earnings per share
The earnings and weighted average number of ordinary shares used in the calculation of basic
earnings per share are as follows:
2023 2022
Earnings for the year, used in the calculation of basic earnings
per share ($’000) 36,737 20,990
Adjusted for:
Fair value (gain) / loss on investments ($’000) (2,989) 19,798
Earnings for the year, used in the calculation of basic earnings
per share (adjusted) ($’000) 33,748 40,788
Weighted average number of ordinary shares for the purposes
of basic earnings per share (No.)
192,451,358 189,653,369
Basic earnings per share ($c) 19.09 11.07
Basic earnings per share (adjusted) ($c) 17. 54 21.51
Diluted earnings per share
The earnings used in the calculation of diluted earnings per share measures are the same
as those used in the equivalent basic earnings per share measures, as outlined above.



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10. EARNINGS PER SHARE (continued)
2023 2022
Reconciliation of weighted average number of ordinary shares used
for earnings per share to weighted average number of ordinary shares
used for diluted earnings per share
Weighted average number of ordinary shares used for
basic earnings per share
192,451,358 189,653,369
Adjusted for:
Effect of STIP and LTIP shares
2,801,729 6,263,799
Weighted average number of ordinary shares used in the calculation
of diluted earnings per share
195,253,087 195,917,168
2023 2022
Diluted earnings per share ($c) 18.82 10.71
Diluted earnings per share (adjusted) ($c) 17. 28 20.82

11. DIVIDENDS PAID
2023
$’000
2022
$’000
Dividends 7,637 7,089
During the 12 months ended 31 December 2023, a dividend of 2.6 cents (2022: 2.4 cents) per
ordinary share, totalling to $5.0 million (2022: $4.6 million) was declared as the final dividend for
2022. This dividend was paid to the shareholders on 9 May 2023 (2022: 10 May 2022), followed by a
further dividend of 1.3 cents (2022: 1.3 cents) per share which was declared as interim dividend for
2023 totalling $2.5 million (2022: $2.5 million) and paid on 3 October 2023 (2022: 3 October 2022).
The total dividend paid is $7.6 million (2022: $7.1 million).
In respect of the year ended 31 December 2023, the Directors propose that a final dividend of
2.6 cents (2022: 2.6cents) per share be paid to shareholders on 15 May 2024 (2022: 9 May 2023).
This final dividend has not been included as a liability in these Consolidated Financial Statements.
The proposed final dividend is payable to all shareholders on the Register of Members on 19
April 2024 (2022: 14 April 2023). The total estimated final dividend to be paid is $5.0million (2022:
$5.0 million). The payment of this final dividend will not have any tax consequences for the Group.



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12. PROPERTY, PLANT AND EQUIPMENT
Cost
Drilling Rigs
$’000
Heavy mining
equipment
$’000
Associated
drilling equipment
$’000
Vehicles and trucks
$’000
Camp and associated
equipment
$’000
Computer software
$’000
Leasehold
improvements
$’000
Total
$’000
At 1 January 2022 124,252 59,225 23,691 33,594 13,877 38 1,654 256,331
Additions 21,873 12,309 12,134 5,618 4,772 56,706
Disposal (6,755) (90) (4,426) (1,426) (480) (13,177)
At 31 December 2022 139,370 71,444 31,399 37,786 18,169 38 1,654 299,860
Additions 27,061 10,416 11,884 10,491 9,404 14 69,270
Disposal (18,189) (1,906) (1,259) (530) (21,884)
At 31 December 2023 148,242 81,860 41,377 47,018 27,043 52 1,654 347, 246
Accumulated Depreciation
Drilling Rigs
$’000
Heavy mining
equipment
$’000
Associated drilling
equipment
$’000
Vehicles and trucks
$’000
Camp and associated
equipment
$’000
Computer software
$’000
Leasehold
improvements
$’000
Total
$’000
At 1 January 2022 75,825 7,980 7,954 13,761 7,106 9 97 112,732
Depreciation 10,373 8,877 3,135 3,181 1,390 4 26,960
Disposal (6,410) (81) (4,345) (1,246) (408) (12,490)
At 31 December 2022 79,788 16,776 6,744 15,696 8,088 13 97 127,202
Depreciation 10,521 9,302 4,900 4,493 2,594 7 31,817
Impairment 389 50 439
Disposal (17,412) (1,783) (1,157) (517) (20,869)
At 31 December 2023 72,897 26,078 9,860 19,421 10,215 20 97 138,589
Carrying amount at 31 December 2022 59,581 54,668 24,656 22,090 10,081 25 1,557 172,658
Carrying amount at 31 December 2023 75,345 55,782 31,516 27,597 16,828 32 1,557 208,657

Bank borrowings are secured on the Group’s drilling and mining fleet – see Note 26.
The Group’s property plant and equipment includes assets not yet commissioned totalling $43.1 million (2022: $24.6 million). The assets will be depreciated once commissioned and available for use.



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12. PROPERTY, PLANT AND EQUIPMENT (continued)
Impairment
The Group reviews the carrying amounts of its tangible assets at the end of each reporting period
to determine whether there is any indication that those assets may be impaired. Property, plant
and equipment was tested for impairment at the reporting date. As at this date, Management
did not identify any impairment indicators to warrant a detailed impairment review.
A checklist is made against both the external and internal sources of impairment. These indicators
include:
Unexpected decline in market value of the asset
Adverse technological changes, market or legal environment
Impact of climate change transitions
Changes in customer demands to which Capital Limited fails to respond
Visual inspections of the asset during scheduled maintenance
Due to the ongoing conflict in Sudan, the Group has recognised an impairment loss during the
year of $0.4 million ($ nil). Besides the Sudan impairment, there was no indication of impairment
with regards to the Group’s property, plant and equipment. Market values are still stable and in
line with the carrying values on the assets.
Routine maintenance is carried out on the assets as required, including parts change out
and service.

13. LEASES
Details pertaining to leasing arrangements, where the Group is lessee are presented below:
Machinery
$’000
Land &
Buildings
$’000
Total
$’000
Right-of-use assets
At 1 January 2022 7,992 1,859 9,851
Additions 7,736 2,522 10,258
Depreciation (2,641) (816) (3,457)
At 31 December 2022 13,087 3,565 16,652
Additions 17,712 2,830 20,542
Depreciation (6,220) (1,290) (7, 510)
At 31 December 2023 24,579 5,105 29,684
Lease liabilities
At 1 January 2022 8,048 1,543 9,591
Additions 7,069 2,522 9,591
Interest expense 651 167 818
Lease payments (2,897) (836) (3,733)
At 31 December 2022 12,871 3,396 16,267
Additions 16,506 2,830 19,336
Interest expense 1,750 331 2,081
Lease payments (6,861) (1,373) (8,234)
At 31 December 2023 24,266 5,184 29,450
The weighted average incremental borrowing rate applied to lease liabilities during the year
was 10% (2022: 7%).



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13. LEASES (continued)
Lease liabilities
The maturity analysis of lease liabilities is as follows:
2023
$’000
2022
$’000
Within one year 8,341 4,139
Two to five years 21,109 12,127
29,450 16,266
Current liabilities 8,341 4,139
Non-current liabilities 21,109 12,127
29,450 16,266
The Group’s machinery leases mainly relate to the Chrysos PhotonAssayTM units for the
laboratory business. The Group recognises lease liabilities and right-of-use assets once the units
have been commissioned for use on site. During 2023, five Chrysos units were commissioned
(2022: four units).


14. GOODWILL
2023 2022
Cost
$’000
Accumulated
impairment
$’000
Carrying
value
$’000
Cost
$’000
Accumulated
impairment
$’000
Carrying
value
$’000
Group
Goodwill 1,296 1,296 1,296 1,296
Goodwill arose from the business combination with the acquisition of control in MSA Mineral
Services Analytical (Canada) Inc. (MSALABS) in 2019 and International Apprenticeship &
Competency Academy Limited (IACA) in 2022 (see Note 25).
At 31 December 2023, the Group owns 81.8% (2022: 76.7%) of the share capital in MSA and 75%
(2022: 75%) of the share capital in IACA. The goodwill arising on the IACA acquisition are not
considered to be material to these financial statements.



Goodwill Impairment
The Group is required to test on an annual basis whether goodwill has suffered any impairments.
Discounted cash flows were used to assess the goodwill as at 31 December 2023 and no
impairment was found. The discount rate used was 20% (2022: 20%) with growth rate of 5%
(2022: 5%). Cash flow forecast was performed for five years up to 31 December 2028 with terminal
values estimated thereafter at a growth rate of 0% (2022: 0%).
Key assumptions
The Group regards MSALABS as a single Cash Generating Unit (CGU) for the purpose of testing
for goodwill impairment. The recoverable amount for this CGU is based on value in use which
is derived from discounted cashflow calculations. The key assumptions applied in value in use
calculations are those regarding EBITDA, growth rates and discount rates.
Forecasting EBITDA
For MSALABS, the Group prepared cashflow projections for the 5 years to 31 December 2028 as
noted above, based on the most recent forecasts for the year ending 31 December 2024 and the
Group’s outlook on the health of the metals and mining sector over that period.
Growth rates
Revenue growth rates applied to the value in use calculations for MSALABS reflect
management’s strategy and outlook on the metals and mining sector and particularly on the
gold mining sector where a growth rate of 5% per year has been used as a base case scenario.
Discount rates
The pre-tax discount rates used to assess the forecast cashflows for MSALABS was based on
estimates of the risk-free rate and uplifted by management’s own assessment of business risks
and specific risks of operating in the metals and mining sector. This was estimated at 20% at
31 December 2023.
Sensitivity analysis
A sensitivity analysis was performed and management concluded that changes in the key
assumptions did not result in an impairment of the goodwill in MSALABS. Discount rates
between 12% and 25% and growth rates between 1% and 20% were used in the value-in-use
workings. Even at such levels, management concluded that no impairment was required.




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15. INTANGIBLE ASSETS
Reconciliation of intangible assets
2023
$’000
2022
$’000
Cost
At 1 January 1,916 1,282
Additions 128 634
Reclassified to prepayments (Note 18) (1,472) 0
At 31 December 572 1,916
The Group’s intangible assets consists of expenditure on the Group’s Laboratory Information
Management System (LIMS). The intangible assets have not yet been amortised as they were still
in the development stage at the reporting date. No impairment indicators have been identified in
respect of the intangible assets.
Expenditure in respect of the ERP implementation has been reclassified to Prepayments as the
costs do not meet the definition and recognition of an intangible asset under IAS 38. However
in accordance with the accounting policy set out in 1.4.4, these configuration and customisation
costs have been recognised as a prepayment to be expensed over the term of the cloud
computing contract.


16. INVENTORIES
2023
$’000
2022
$’000
Gross carrying value of inventory 63,724 59,955
Less: provision for inventory obsolescence (1,802) (1,260)
61,922 58,695
The cost of inventories recognised as an expense in the current year amounts to $21.3 million
(2022: $18.3 million). During the year, the Group wrote off $0.7 million (2022: $0.2 million) of
inventory. A provision of $0.6 million (2022: $0.7 million) was made during the year, resulting in an
increase in the carrying amount of the provision. Refer to Note 6 for details of the amount of write-
down of inventories recognised as an expense in the period.

17. TRADE RECEIVABLES
2023
$’000
2022
$’000
Trade receivables 54,264 44,523
Less: allowance for credit losses (4,697) (2,981)
Total trade receivables 49,567 41,542
Trade receivables have credit periods of between 30 to 45 days. The ageing of trade receivables
is detailed below:
2023
$’000
2022
$’000
Current 26,139 29,298
Past due 1 – 30 days 6,583 6,505
Past due 31 – 60 days 12,913 1,299
Past due over 120 days 8,629 7,421
54,264 44,523
Before accepting new customers, the Group assesses the potential customer’s credit quality and
defines credit limits for each customer. Customer credit limits are reviewed annually. The Group’s
credit risk is concentrated as the Group currently provides drilling services to a limited number of
major and mid-tier mining companies as well as some junior explorers.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a
lifetime expected loss provision for trade receivables and contract assets. To measure expected
credit losses on a collective basis, trade receivables and contract assets are grouped based on
similar credit risk. The contract assets have similar risk characteristics to the trade receivables for
similar types of contracts.
The expected loss rates have been based on current and forward-looking information on micro
and macroeconomic factors affecting the Group’s customers. The Group has identified the
metals and mining sector’s credit loss probability rates as the key macroeconomic factor in
countries where the Group operates.



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FOR THE YEAR ENDED 31 DECEMBER 2023 continued


17. TRADE RECEIVABLES (continued)
The lifetime expected loss provision for trade receivables is as follows:
31 December 2023
Current
$’000
1-30 days
past due
$’000
31-60 days
past due
$’000
Over 120 days
past due
$’000
Total
$’000
Expected loss rate 0.2% 1.7% 0.1% 52.4% 8.7%
Gross carrying amount 26,139 6,583 12,913 8,629 54,264
Loss provision 49 113 14 4,521 4,697
Movements in the impairment allowance for trade receivables are as follows:
2023
$’000
2022
$’000
Opening provision for impairment of trade receivables 2,981
Increase during the year 1,934 4,438
Receivables written off during the year as uncollectable (218) (1,457)
At 31 December 4,697 2,981
The Directors consider that the carrying amount of trade and other receivables approximate
their fair values.

18. OTHER RECEIVABLES
2023
$’000
2022
$’000
Prepayments 7,529 4,334
Capitalised contract costs 3,783 1,585
VAT recoverable 7, 561 6,485
Amounts due from non-controlling interest 5,536 6,460
Accounts receivable – Sundry 4,025 2,124
Prepayment for fixed assets 5,318 5,543
Others 92 2
33,844 26,533
Current 24,055 20,073
Non-current 9,789 6,460
33,844 26,533
Non-current receivable of consists of prepayments for ERP implementation cost, capitalised
contract costs and amounts due from the non-controlling interest in CK Washirika Limited.
Capitalised contract costs are amortised over the period of the respective contracts. The amount
due from the non-controlling interest in CK Washirika Limited is measured at fair value through
profit or loss and will be settled by future dividends in CK Washirika Limited. The Directors have
assessed the expected credit loss allowance in respect of the current and non-current receivables
to be immaterial.
The configuration and customisation of the ERP software is expected to complete during 2024.
The costs will be expensed over the term of the cloud computing contract.
The Group expects to realise the prepayment for fixed assets within 12 months through receipt of
the underlying property, plant and equipment.




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FOR THE YEAR ENDED 31 DECEMBER 2023 continued
19. INVESTMENTS AT FAIR VALUE
Equity investments at fair value through profit or loss:
2023
$’000
2022
$’000
Mandatorily at fair value through profit or loss:
Level 1 shares 44,756 30,435
Level 3 shares 2,398 8,292
47,154 38,727
The reconciliation of the investment valuations from 1 January to 31 December is as follows:
Level 1
$’000
Level 3
$’000
Total
$’000
At 1 January 2023 30,435 8,292 38,727
Additions 7,238 2,020 9,258
Disposal (3,313) (1,083) (4,396)
Fair value gain / (loss) 3,512 53 3,565
Transfers 6,884 (6,884)
At 31 December 2023 44,756 2,398 47,154
Level 1
$’000
Level 3
$’000
Total
$’000
At 1 January 2022 51,959 8,193 60,152
Additions 8,713 297 9,010
Disposal (10,345) (10,345)
Fair value gain/(loss) (19,892) (198) (20,090)
At 31 December 2022 30,435 8,292 38,727
Transfer from Level 3 to Level 1
The Group owns shares in Allied Gold Corporation (Allied Gold). The Group valued Allied Gold on
a Level 3 hierarchy until Allied Gold listed on the Toronto Stock Exchange (TSX) in September 2023.
As Allied Gold’s shares are listed on active markets, the valuation method of the shareholding in
Allied Gold has been upgraded to Level 1.
Fair value information
Level 1 shares
Market approach – Listed share price.
The Group’s interests in various listed shares are valued at the 31 December 2023 closing prices.
No secondary valuation methodologies have been considered as the Company’s Level 1
investments are listed on active markets.
Level 3 shares
The Group’s investments held at Level 3 are valued either on a net asset approach or cost
approach.
Net asset approach
Management applied a net asset valuation methodology at 31 December 2023 for certain unlisted
investments based on the Group’s share ownership percentage of the unlisted company’s net
asset value. The unlisted company publishes some of its significant net asset value information
and management then derives the investment at fair value attributable to the Group.
Cost approach
Management holds all other unlisted investments at cost where this represents the best estimate
of fair value.



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NOTES CONTINUED
20. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of:
2023
$’000
2022
$’000
Cash on hand 1,183 105
Bank balances 33,183 28,275
Total cash and cash equivalents 34,366 28,380


21. SHARE CAPITAL AND PREMIUM
2023
$’000
2022
$’000
Authorised
2,000,000,000 (2022: 2,000,000,000) Ordinary shares of $0.0001
(2022: $0.0001) each
200 200
Number of ordinary shares
Balance at beginning of period 192,864,738 190,054,838
Number of shares issued 832,182 2,809,900
Balance at end of period 193,696,920 192,864,738
Number of shares reserved for issue under options 1,973,551
In April 2023, the Group issued 832,182 new common shares pursuant to the Group’s employee
short- and long-term incentive plans. The shares rank pari passu with the existing ordinary shares.
Fully paid ordinary shares which have a par value of 0.01 cents, carry one vote per share and carry
rights to dividends.





2023
$’000
2022
$’000
Issued share capital
Balance at beginning of period 19 19
Share issued
Balance at end of period 19 19
The holders of ordinary shares have the same rights. They are entitled to receive dividends as
declared from time to time and to one vote per share at the shareholders’ meeting.
2023
$’000
2022
$’000
Share premium
Balance at beginning of period 62,390 60,900
Share issue 1,490
Balance at end of period 62,390 62,390

22. TREASURY SHARES
2023
$’000
2022
$’000
Balance at 1 January 2,475
Acquired in the year 2,475
Issued in the year (2,475)
Balance at 31 December 2,475
The treasury shares reserve represents the cost of shares in Capital Limited purchased in the
market and held by the Company to satisfy options under the Group’s share options plans. The
number of ordinary shares held by the Company at 31 December 2023 was nil (2022: 1,973,551).
During the year, the treasury shares were reissued to employees against the LTIPs and STIPs that
vested during the year.




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NOTES CONTINUED
23. EQUITY-SETTLED EMPLOYEE BENEFITS RESERVE
All employees of the Group are eligible to participate in the discretionary bonus incentive scheme
approved by the Remuneration Committee. The scheme incentivises the achievement of a
range of short-term and long-term performance targets that are key to the success of the Group.
The Remuneration Committee grants at its discretion options or share awards at no costs to the
employee based on individual performance. Employees to whom options or share awards are
offered are required to accept the offer prior to issuance of the certificate.
Grant terms are determined by the Remuneration Committee on the date of the grant. These
include the number of options or share awards, vesting terms, exercise price and expiry date
which are communicated to employees in the offer notice. Options or share awards are forfeited
if the employee leaves the Group before the vesting date. If options are not exercised by the expiry
date, they are cancelled. Details of the share options or share awards outstanding during the year
are as follows:
2022 & 2023 Short Term Incentive Plans (STIP)
Share awards were granted under the 2022 STIP. The total value of the grant in shares was
$1.6 million. The total number of shares granted was 1,245,761 and the share price used in the
calculation was GBP 0.916 which was the quoted price of the shares as at 10 March 2022. Vesting
date is 31 March 2024 and vesting is contingent on continued employment to that date. The
Group has expensed $0.8 million in 2023 (2022: $0.8 million).
Share awards were granted under the 2023 STIP. The total value of the grant in shares was $1.4
million. The total number of shares to be awarded will be based upon the closing share price
after the March 2024 closing period. Vesting date is 31 March 2025 and vesting is contingent on
continued employment to that date. The Group has expensed $0.7 million in 2023 (2022: $ nil).
2021, 2022 & 2023 Long-Term Incentive Plans (LTIP)
Vesting conditions for 2021, 2022 and 2023 LTIP shares are contingent upon:
i) the compound annual growth rate (CAGR) of the earnings per share (EPS) over the
vesting period; and/or
ii) the compound Total Shareholder Return (TSR) over the vesting period
For LTIPs issued to Directors and other persons discharging managerial responsibilities (PDMRs)
(LTIP 1), 50% of the share awards are contingent on condition 1 (EPS CAGR), while 50% are
contingent on condition 2 (TSR). The share awards are valued separately due to the independent
vesting conditions. Condition 1 being a non-market related condition while condition 2 is a
market-related condition.
LTIP 2 issued to Directors and Executive Leadership Team (“LTIP 2”) – 100% of the share awards are
contingent upon the TSR over the vesting period (3 years).
Condition 1: (EPS CAGR)
Condition 1 is a non-market condition with a variable number of equity instruments. Valuation of
condition 1 is performed using the modified grant method which utilises a value method and a
number component.
i) Value component: The value component is the fair value of the share award based on the
share price observed in the market on grant date. This value remains constant during the
life of the instrument.
ii) Number component: The number of equity instruments expected to vest is based on the
EPS CAGR estimate at year end. Linear interpolation is performed between upper and lower
bound targets to obtain an estimate of the number of shares vesting. The estimated number
of shares vesting is revised at year end.
Condition 2: (TSR)
Condition 2 is a market condition with a variable number of equity instruments. The grant date
fair value should therefore reflect the probability of satisfying the market condition. The binomial
model is an appropriate valuation model as it considers the different possible outcomes while
allowing the adjustment of intrinsic value for the vesting conditions. The share-based payment
should not be adjusted for stock price changes related to the market condition on subsequent
valuation dates.



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FOR THE YEAR ENDED 31 DECEMBER 2023 continued
23. EQUITY-SETTLED EMPLOYEE BENEFITS RESERVE (continued)
The second condition utilised a binomial model with the following inputs for the 2020,
2021 and 2022 LTIP:
2021 LTIP 2022 LTIP 1 2022 LTIP 2 2023 LTIP 1 2023 LTIP 2
Volatility 41.56% 39.80% 39.80% 39.59% 39.59%
Fair value at grant date GBP 0.3283 GBP 0.4404 GBP 0.2979 GBP 0.8133 GBP 0.4947
Share price at grant date GBP 0.6101 GBP 0.8036 GBP 0.8036 GBP 1.2175 GBP 1.2175
Risk Free Rate 1.52% 1.52% 1.52% 3.88% 3.88%
Dividend yield 3.28% 4.39% 4.39% 4.02% 4.02%
Exercise price $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Volatility periods* 1,264 1,261 1,261 1,263 1,263
Vesting date 31 Dec 2023 31 Dec 2024 31 Dec 2024 31 Dec 2025 31 Dec 2025
*Volatility for the LTIPs was calculated using the daily share price movement from the four
respective preceding years.
Long-Term Incentive Plans Vesting Date
Remaining
Options
2023
Remaining
Options
2022
Expected
total expense
2023
$’000
Expected
total expense
2022
$’000
2021 LTIP 31/12/2023 1,555,968 1,555,968 937 1,031
2022 LTIP 1 31/12/2024 916,513 1,948,692 404 1,467
2022 LTIP 2 31/12/2024 1,113,232 1,113,232 415 401
2023 LTIP 1 31/12/2025 1,741,561 1,609
2023 LTIP 2 31/12/2025 1,431,562 901
During the year, 115,666 options were forfeited (2022: 583,525).
The charge to the Statement of Comprehensive Income during the year for LTIPs was $1.9 million
(2022: $1.2 million) and for STIPs was $1.6 million (2022: $1.4 million).
The weighted average share price at the date of issue of share awards during the year was
GBP0.92 (2022: GBP1.04) per share.


24. OTHER RESERVES
Other reserves consist of $0.2 million (2022: $0.2 million) which arose upon the acquisition of
shares in MSA in 2019.


25. NON-CONTROLLING INTEREST
MSALABS Ltd
MSALABS Ltd, an 81.9% (2022: 76.7%) owned subsidiary of the Company, has material non-
controlling interests (NCI). MSALABS Ltd is incorporated in Mauritius and has operations globally.
CMS (Tanzania) Ltd
CMS (Tanzania) Ltd is an 89.8% (80% direct, 9.8% indirect) owned subsidiary of the Company.
Summarised financial information in relation to MSALABS Ltd, before intra-Group eliminations
and CMS (Tanzania) Ltd is presented below together with amounts attributable to NCI. Disclosure
around IACA has not been included as it is not material to the Group.
Summarised Statement of Financial Position
MSALABS Ltd CMS (Tanzania) Ltd
2023
$’000
2022
$’000
2023
$’000
2022
$’000
Assets
Non-current assets 44,433 24,139 47,896 32,569
Current assets 19,943 11,232 35,065 22,578
Total assets 64,376 35,371 82,961 55,147
Liabilities
Non-current liabilities 352 12,300 7,273 15,823
Current liabilities 43,061 11,559 17,014 11,009
Total liabilities 43,413 23,859 24,287 26,832
Total net assets 20,963 11,512 58,674 28,315
Carrying amount of non-controlling interest 3,153 2,688 5,912 2,891



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FOR THE YEAR ENDED 31 DECEMBER 2023 continued
25. NON-CONTROLLING INTEREST (continued)
Summarised Statement of Profit or Loss and Other Comprehensive Income
MSALABS Ltd CMS (Tanzania) Ltd
2023
$’000
2022
$’000
2023
$’000
2022
$’000
Revenue 38,405 26,657 86,200 64,537
Other income and expenses (43,629) (25,672) (52,933) (44,859)
Profit/(Loss) before tax (5,224) 985 33,267 19,678
Tax expense (1,340) (1,156) (2,908) (2,061)
(Loss)/profit for the year (6,564) (171) 30,359 17,617
Total comprehensive (loss)/income for the year (6,564) (171) 30,359 17,617
(Loss)/profit allocated to non-controlling interest (1,301) (40) 3,097 1,792
Summary of movement in non-controlling interest during the year:
MSALABS Ltd
$’000
CMS
(Tanzania)
Ltd
$’000
International
Apprenticeship
& Competency
Academy
Limited
$’000
Total
$’000
Balance at 1 January 2023 2,688 2,891 (7) 5,572
Profit or (loss) (1,301) 3,097 (3) 1,793
Change in ownership 1,923 1,923
Dividends paid (18) (18)
Balance at 31 December 2023 3,292 5,988 (10) 9,270

MSALABS Ltd
$’000
CMS
(Tanzania)
Ltd
$’000
International
Apprenticeship
& Competency
Academy
Limited
$’000
Total
$’000
Balance at 1 January 2022 2,673 1,095 3,768
Acquisitions during the year 10 10
Profit or (loss) (40) 1,797 (17) 1,740
Change in ownership 55 55
Balance at 31 December 2022 2,688 2,892 (7) 5,573
During the year, MSALABS completed a $12 million (2022: nil) equity raise with $11 million coming
from the Group and $1.2 million from non-controlling interest. These funds will be used to
finance the construction of new laboratories to support the continued rollout of both Chrysos
PhotonAssay™ laboratories and the traditional geochemistry business.
The Group agreed to fund any shareholder not willing to participate and as a result purchased
$1.4 million (2022: nil) from non-controlling interests.

26. LOANS AND BORROWINGS
2023
$’000
2022
$’000
Bank loans 78,385 57,945
Supplier credit facilities 25,813 17,674
104,198 75,619
Less: Unamortised debt arrangement costs (1,625) (717)
Total loans and borrowings 102,573 74,902
Current 27,052 18,037
Non-current 75,521 56,865
Total loans and borrowings 102,573 74,902



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FOR THE YEAR ENDED 31 DECEMBER 2023 continued
26. LOANS AND BORROWINGS (continued)
Long-term liabilities consist of:
(a) $50 million revolving credit facility (RCF) provided by Standard Bank (Mauritius) Limited
and Nedbank Limited
The Company entered into a revolving credit facility agreement on 28 March 2023 as borrower
together with Standard Bank (Mauritius) Limited and Nedbank Limited (acting through its
Nedbank Corporate and Investment banking division) as lenders and arrangers, with Nedbank
acting as agent and security agent to borrow a revolving credit facility for an aggregate amount
of $50 million with the Company being able to exercise an accordion option to request an
increase of the facility under the terms and conditions of the Facility Agreement. The interest rate
on the RCF is the prevailing three-month Secured Overnight Financing Rate (SOFR )(payable in
arrears) plus a margin of 5.5%, and an annual commitment fee of 1.75% per annum is charged on
any undrawn balances. The amount utilised on the RCF was $45 million as at 31 December 2023
(2022: $25 million).
Under the terms of the RCF, the Group is required to comply with certain financial covenants
relating to:
Interest Cover Ratio
Gross Debt to EBITDA Ratio
Debt Equity Ratio
Tangible Net Worth
In addition, CAPD (Mauritius) Limited, as the borrower, is also required to comply with the
Tangible Net Worth covenant.
Security for the RCF comprises various pledges over the shares and claims of the Group’s entities
in Tanzania together with a debenture over the rigs in Tanzania and the assignment of material
contracts and their collection accounts in each of Egypt, Tanzania and Mali.
As at the reporting date and during the period under review, the Group has complied with all
covenants attached to the loan facilities.
(b) $40.5 million term loan provided by Macquarie Bank Limited (London Branch)
On 15 September 2022, the Group refinanced the senior secured, asset backed term loan
facility with Macquarie Bank Limited. The term of the loan is three years repayable in quarterly
instalments with an interest rate on the facility of the prevailing three-month SOFR plus a margin
of 6.5% per annum (payable quarterly in arrears). The loan is secured over certain assets owned by
the Group and currently located in Egypt together with guarantees provided by Capital Limited,
Capital Drilling Egypt LLC. The Group drew an additional $8 million in 2023. As at 31 December
2023, the amount outstanding on the term loan was $32 million (2022: $33 million).
During the year under review, the Group has complied with all covenants attached to the term
loan.
(c) Epiroc Financial Solutions AB credit agreements
The Group has a number of credit agreements with Epiroc, drawn down against the purchase
of rigs. The term of the agreements is four years repayable in 46 monthly instalments. The rate of
interest on most of the agreements is three-month SOFR plus a margin of 4.8%, with a fixed rate
of interest of the remaining agreements of 8.5%. As at 31 December 2023, the total drawn under
these credit agreements was $16.5 million (2022: $11.7 million).
No covenants are attached to this facility.
(d) $8.5 million term loan facility with Sandvik Financial Services AB (PUBL)
The Group has term loan facility agreement with Sandvik Financial Services AB (PUBL). The facility
is for the purchase of equipment from Sandvik AB, available in not more than four tranches.
Interest is payable quarterly in arrears at 5.45% per annum on the drawn amount. The facility is
no longer available to drawn on and as at 31 December 2023 the balance outstanding was $4.2
million (2022: $5.9 million).
Additionally, the Group entered into a further $10 million facility agreement on 23 October 2023.
The rate of interest on this agreement is fixed at 8.15%. As at 31 December 2023, the facility was
undrawn.
No covenants are attached to this facility.
(e) $5 million facility with Caterpillar Financial Services
The Group entered into a $5 million facility agreement with Caterpillar Financial Services
Corporation on 25 July 2023. The rate of interest on this agreement is three-month SOFR plus
a margin of 5.25%. The term of the agreement is 2 years repayable in 8 quarterly instalments.
All repayments can be subsequently redrawn. As at 31 December 2023, the facility was fully drawn
at $5 million.
During the year under review, the Group has complied with all covenants attached to the facility.



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27. DEFERRED TAX
2023
$’000
2022
$’000
Deferred tax liability
Fair value movements and excess of capital allowances over depreciation (34) (34)
Right-of-use lease assets (1,985) (896)
Total deferred tax liability (2,019) (930)
Deferred tax asset
Tax losses 4 10
Right-of-use lease liabilities 1,981 886
Total deferred tax asset 1,985 896
The summarised position is as per below:
Deferred tax liability (2,019) (930)
Deferred tax asset 1,985 896
Total net deferred tax liability (34) (34)
Reconciliation of deferred tax asset/(liability)
At beginning of year (34) (34)
Initial recognition of right-of-use lease arrangements (4) (11)
Taxable / (deductible) temporary difference movement on tangible
fixed assets
4 11
At end of year (34) (34)
At the reporting date, the Group has estimated tax losses carried forward of US$9.8 million
(2022: US$6.6 million) with a tax value of US$2.5 million (2022: US$1.5 million available for offset
against future profits. No deferred tax asset has been recognised in relation to these carried
forward tax losses due to uncertainty as to the realisation of future taxable profits against which
the losses can be offset.


28. TRADE AND OTHER PAYABLES
2023
$’000
2022
$’000
Financial instruments:
Trade payables 27,502 25,510
Other payables – Accrued expenses 8,982 6,315
Other payables – Employee related liabilities 9,649 8,167
VAT payable 3,181 2,471
Non-financial instruments:
Deferred income 3,428 2,475
Total trade and other payables 52,742 44,938
Current 50,685 43,453
Non-current 2,057 1,485
Total trade and other payables 52 ,742 44,938
Trade payables comprise liabilities for the purchase of goods and services and have terms ranging
from 60 to 90 days. The Group has financial risk management policies in place to ensure that all
payables are paid within an appropriate credit time frame.
The deferred income refers to mobilisation revenue received in advance for Sukari and Ivindo
contracts spread over the term of the contracts.

29. PROVISIONS
2023
$’000
2022
$’000
Current
At 1 January 2,637
Utilised (1,428)
(Released) / charged to profit or loss (722) 2,637
At 31 December 487 2,637
Provisions relate to project closure (redundancy costs) in respect of contracts concluded during the
year and various operational claims and disputes that are expected to be settled during 2024. The
provisions represent management’s best estimate of the Group’s liability as at 31 December 2023.



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30. CURRENT TAX PAYABLE / RECEIVABLE
2023
$’000
2022
$’000
Current tax receivable
Normal tax 388 99
Withholding tax 298 301
Total current tax receivable 686 400
Current tax payable
Normal tax 7,216 7,180
Withholding tax payable 2,099 1,950
Total current tax payable 9,315 9,130
The taxation paid for the period under review can be reconciled
as follows:
Net amount payable at the beginning of the year 8,730 9,479
Amounts charged to the statement of comprehensive income
(excluding deferred tax)
11,804 9,836
Net amount payable at the end of the year (8,629) (8,730)
Total Taxation Paid 11,905 10,585

31. NOTES SUPPORTING STATEMENT OF CASH FLOWS
31.1 CASH GENERATED FROM OPERATIONS
2023
$’000
2022
$’000
Profit before taxation 50,334 32,566
Adjustments for:
Depreciation, amortisation and impairments 32,256 26,959
Loss on disposals 946 669
Depreciation of ROU assets 7,510 3,457
Share-based payment 3,540 2,774
Fair value (gain) / loss on financial assets (2,914) 19,798
Interest income (65) (35)
Finance costs 13,002 7, 356
Other non-cash items 34
Unrealised foreign exchange (gain) / loss on foreign cash held (246) 1,355
Increase in expected credit loss provision 1,716 2,981
Bad debt write offs 218 1,458
Changes in working capital:
Increase in inventories (3,227) (20,760)
Increase in trade and other receivables (15,568) (4,885)
Increase / (decrease) in trade and other payables 7,146 (2,797)
(Decrease) / increase in provisions (2,150) 2,637
Cash generated from operations 92,532 73,533



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31. NOTES SUPPORTING STATEMENT OF CASH FLOWS (continued)
31.2 RECONCILIATION OF BORROWINGS AND LEASES
Loans and
borrowings
$’000
Leases
liabilities
$’000
Total
$’000
At 1 January 2023 74,901 16,267 91,168
Cash flows
– Drawdowns 38,000 38,000
– Interest paid (8,210) (2,081) (10,291)
– Principal repayments (26,732) (6,153) (32,885)
Non-cash flows:
– Supplier credit facility received 15,830 15,830
– Interest expensed during the year 9,691 2,081 11,772
– Unamortised debt arrangement costs (907) (907)
Additions to leases 19,336 19,336
At 31 December 2023 102,573 29,450 132,023
Loans and
borrowings
$’000
Leases
liabilities
$’000
Total
$’000
At 1 January 2022 62,455 9,592 72,047
Cash flows
– Drawdowns 20,616 20,616
– Interest paid (5,094) (818) (5,912)
– Principal repayments (16,666) (2,916) (19,582)
Non-cash flows:
– Supplier credit facility received 9,083 9,083
– Interest expensed during the year 5,225 818 6,043
– Unamortised debt arrangement costs (718) (718)
Additions to leases 9,591 9,591
At 31 December 2022 74,901 16,267 91,168


32. SEGMENTAL INFORMATION
Operating segments are identified on the basis of internal management reports regarding
components of the Group. These are regularly reviewed by the chief operating decision maker in
order to allocate resources to the segments and to assess their performance. Operating segments
are identified based on the regions of operations. For the purposes of the segmental report,
the information on the operating segments have been aggregated into the principal regions of
operations of the Group.
The Group’s reportable segments under IFRS 8 Operating Segments are therefore:
Africa Derives revenue from the provision of drilling and mining services, surveying
and mineral assaying.
Rest of world Derives revenue from the provision of drilling services, surveying and mineral
assaying. The segment relates to jurisdictions which contribute a relatively
small amount of external revenue to the Group. These include Saudi Arabia
and Canada.

Segmental revenue and results
The following is an analysis of the Group’s revenue and results by reportable segment:
2023
Africa
$’000
Rest of world
$’000
Consolidated
$’000
External revenue:
Drilling services 199,496 12,056 211,552
Mining services 64,721 64,721
Laboratory services 19,743 18,662 38,405
Surveying services 3,659 87 3,746
Total external revenue 287,619 30,805 318,424
Segment profit (loss) 108,359 (17,771) 90,588
Central administration costs and depreciation (30,306)
Profit from operations 60,282
Interest income 65
Finance charges (13,002)
Fair value loss on investments at fair value 2,989
Profit before tax 50,334

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 continued


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32. SEGMENTAL INFORMATION (continued)
The following customers from the Africa segment contributed 10% or more to the
Group’s revenue.
2023 2022
% %
Customer A 16 15
Customer B 33 39
2022
Africa
$’000
Rest of world
$’000
Consolidated
$’000
External revenue:
Drilling services 202,201 6,361 208,562
Mining services 49,763 - 49,763
Laboratory services 13,804 13,501 27,305
Surveying services 4,333 321 4,654
Total external revenue 270,101 20,183 290,284
Segmental profit (loss)
1
91,428 (6,554) 84,874
Central administration costs and depreciation (25,189)
Profit from operations 59,685
Interest income 35
Finance charges (7,356)
Fair value gain on investments at fair value (19,798)
Profit before tax 32,566
1 The 2022 segmental profit/(loss) for prior year has been restated to remove central administration and depreciation costs
of US$24.7m from the Rest of world segment. These costs relate to the entire group and should not have been allocated
to a single segment.
The accounting policies of the reportable segments are the same as the Group’s accounting
policies. Segment profit (loss) represents the profit (loss) earned by each segment without
allocation of central administration costs, depreciation, interest income, share of losses from
associate, finance charges, gains or losses of investments recognised at FVTPL, and income tax.
This is the measure reported to the Chair for the purpose of resource allocation and assessment
of segment performance.
Segment assets and liabilities
The following is an analysis of the Group’s assets and liabilities by reportable segment:
2023
$’000
2022
$’000
Segmental assets:
Africa 567,699 506,043
Rest of world 92,454 59,642
Total segmental assets 660,153 565,685
Head Office companies 338,507 280,828
998,660 846,513
Eliminations (530,912) (459,714)
Total Assets 467,748 386,799
Segmental liabilities:
Africa 257,526 239,013
Rest of world 61,173 31,752
Total segmental assets 318,699 270,765
Head Office companies 373,103 315,695
691,802 586,460
Eliminations (497,201) (438,553)
Total Liabilities 194,601 147,907
For the purposes of monitoring segmental performance and allocating resources between
segments, the Chair monitors the tangible, intangible and financial assets attributable to each
segment. All assets are allocated to reportable segments with the exception of property, plant
and equipment used by the head office companies and investment amounts totalling $19.9
million (2022: $18.9 million) included in other receivables and $2.5 million (2022: $5.7 million)
in cash and cash equivalents held by the Head Office companies.
As part of the segmental reporting, all the liabilities have been allocated to the respective
segments with the exception of the long-term liabilities of $74.7 million (2022: $57.0 million) and
part of the trade payables and intercompany balances held at the level of the head office which
is eliminated at the Group level.



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32. SEGMENTAL INFORMATION (continued)
Other segmental information
Non-Cash items included in profit or loss:
2023
$’000
2022
$’000
Depreciation and impairment on property, plant and equipment
Africa 36,165 28,554
Rest of world 3,123 1,477
Total segmental depreciation and impairment 39,288 30,031
Head Office companies 477 385
Total depreciation and impairment 39,765 30,416
2023
$’000
2022
$’000
Taxation expense
Africa 10,461 8,308
Rest of world 1,048 1,507
Total segmental taxation expense 11,509 9,815
Head Office companies 295 21
11,804 9,836
Impairment on Inventory
Africa
Stock Write-Offs 556 745
Stock Provision 731 202
Rest of world
Stock Write-Offs 17 (2)
Stock Provision (39)
Total segmental impairment 1,265 945
Head Office companies
1,265 945



33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a
going concern while maximising the return to stakeholders through the optimisation of the debt
and equity balance. The Group’s overall strategy remains unchanged from 2022.
The capital structure of the Group consists of debt (refer to Note 26), cash and cash equivalents
(refer to Note 20) and equity attributable to equity holders of the parent, comprising issued capital,
reserves and retained earnings and the Statement of Changes in Equity.
The Group’s capital structure and going concern are dependent on the Company’s ability to
obtain cash resources from its subsidiaries. There are currently no severe long-term restrictions
in place which impairs the Company’s ability to repatriate funds from its subsidiaries.
Under the terms of the RCF from Standard Bank (Mauritius) Limited and Nedbank Limited and
term loan provided by Macquarie Bank Limited, the Group is required to comply with certain
financial covenants relating to:
Interest Cover Ratio
Gross Debt to EBITDA Ratio
Debt to Equity Ratio
Tangible Net Worth
Loans to Value Ratio (applicable only to loan from Macquarie Bank Limited)
In order to meet Capital’s risk management objectives, the Group aims to ensure it meets
these financial covenants attached to the loans. There have been no breaches of the financial
covenants during the reporting period.
Risk management is conducted within a framework of policies and guidelines that are
continuously monitored by management and the Board of Directors. The objective is to minimise
exposure to market risks (interest rate risk, foreign currency risk and price risk), credit risk and
liquidity risk.





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33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Gearing
The gearing ratio at the end of the reporting period was as follows:
Note(s)
2023
$’000
2022
$’000
Lease liabilities 13 29,450 16,267
Total loans and borrowings 26 104,198 75,619
Total debt 133,648 91,886
Cash & cash equivalents 20 (34,366) (28,380)
Net debt 99,282 63,506
Less: lease liabilities (29,450) (16,267)
Adjusted net debt 69,832 47,239
Equity 272,953 238,892
Adjusted debt to equity ratio 36.4% 19.8%
Categories of financial instruments
The following table details the categories of financial instruments and their carrying values in the
Statement of Financial Position for the Group.
Categories of financial assets
2023 Note(s)
Fair value
through
profit or loss
– Mandatory
$’000
Amortised
cost
$’000
Total
$’000
Investments at fair value 19 47,154 47,154
Trade receivables 17 49,567 49,567
Non-current receivables 18 5,536 5,536
Cash and cash equivalents 20 34,366 34,366
52,690 83,933 136,623
2022 Note(s)
Fair value
through
profit or loss
– Mandatory
$’000
Amortised
cost
$’000
Total
$’000
Investments at fair value 19 38,727 38,727
Trade receivables 17 41,541 41,541
Non-current receivables 18 6,460 6,460
Cash and cash equivalents 20 28,380 28,380
38,727 76,381 115,108
In addition, for financial reporting purposes, fair value measurements are categorised into Level
1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable
and the significance of the inputs to the fair value measurement in its entirety, which are
described as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities
that the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable
for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability. For further categorisation,
refer to note 34




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33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)

Categories of financial liabilities
2023 Note(s)
Amortised
cost
$’000
Total
$’000
Trade and other payables 28 49,314 49,314
Loans and borrowings 26 104,198 104,198
153,512 153,512
2022 Note(s)
Amortised
cost
$’000
Total
$’000
Trade and other payables 28 42,463 42,463
Loans and borrowings 26 75,619 75,619
118,082 118,082
At 31 December 2023, the Group did not have any financial liabilities measured at fair value
through profit or loss or other comprehensive income (2022: $ nil).
The carrying values of financial assets and financial liabilities in the Statement of Financial
Position for the Group approximate their fair values.
Categories of financial liabilities
Financial risk management
Foreign currency risk
The Group’s activities expose it to the financial risks of fluctuations in foreign currency exchange
rates. In order to manage the Group’s risk to foreign currency fluctuations, the Group tries to
match the currency of operating costs with the currency of revenue as well as the currency of
financial assets with currency of financial liabilities. Financial assets and liabilities denominated in
foreign currencies are reviewed regularly by Management to ensure that the Group is not unduly
exposed to foreign currency risk.
Further to this, the Group manages its exposure on foreign cash balances by converting excess
local currency cash to United States Dollar to minimise local currency cash balances maintained.

The carrying amounts of the Group’s foreign currency denominated monetary assets, cash and
cash equivalents, trade receivables, monetary liabilities and trade payables at 31 December 2023
are as follows:
2023
$’000
2022
$’000
Financial assets
Australian Dollar (2023: AUD 1.3 million; 2022: AUD 0.04 million) 858 28
Euro (2023: EUR 1.2 million; 2022: EUR 0.3 million) 1,273 291
Mauritanian Ouguiya (2023: MRU 34.2 million; 2022: MRU 42.8 million) 859 1,161
West African CFA (2023: XOF 8,325.8 million; 2022: XOF 10,994.0 million) 13,560 17,286
West African CFA (2023: XAF 4,802.4 million; 2022: XAF 72.8 million) 8,087 118
West African CFA (2023: XOS 1,047.6 million; 2022: XOS 874.3 million) 1,682 1,358
Guinea Franc (2023: GNF 29,358.6 million; 2022: GNF 39,725.1 million) 3,448 4,644
All other currencies 2,704 3,551
32,471 28,437
Financial liabilities
Australian Dollar (2023: AUD 2.8 million; 2022: AUD 0.8 million) 1,899 555
Canadian Dollar (2023: CAD 1.0 million; 2022: CAD 2.4 million) 725 1,792
Egyptian Pound (2023: EGP 18.3 million; 2022: EGP 22.1 million) 591 893
Euro (2023: EUR 0.7 million; 2022: EUR 1.6 million) 771 1,681
Tanzanian Shillings (2023: TZS 3,636.0 million; 2022: TZS 1,999.1 million) 1,450 866
South African Rands (2023: ZAR 10.0 million; 2022: ZAR 5,2 million) 542 309
West African CFA (2023: XOF 517.4 million; 2022: XOF 519.0 million) 843 816
West African CFA (2023: XAF 6400.5 million; 2022: XAF 1.5 million) 1,079 2
All other currencies 621 942
8,521 7,856





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33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Categories of financial liabilities
The following table details the Group’s sensitivity to a 10% change in the United States Dollar
against the relevant foreign currencies. The sensitivity analysis includes the outstanding foreign
currency denominated monetary items at year end and adjusts their translation for a 10% change
in foreign currency rates.
A positive number below indicates an increase in profit before tax where the United States Dollar
strengthens by 10% against the relevant currency. For a 10% weakening of the United States Dollar
against the relevant currency, there would be an equal and opposite impact on the profit before tax.
2023
$’000
2022
$’000
Australian Dollar (104) (53)
Canadian Dollar 72 (94)
Euro 50 (139)
Guinea Franc 326 440
Mauritanian Ouguiya 47 112
West African CFA 1,272 1,784
West African CFA 701 12
All other currencies 31 (183)
2,395 1,879

Interest rate risk management
As a result of changes in interest rates, the Group is exposed to interest rate risk as entities in the
Group borrow funds at variable interest rates and therefore borrowing costs could increase with
rate increases. The risk is managed by the Group by maintaining a conservative gearing ratio.
The Group’s exposure to interest rates on financial liabilities are detailed below.
Interest rate sensitivity analysis:
The sensitivity analysis below has been determined based on the exposure to interest rates at
the date of the Statement of Financial Position. For floating rate liabilities, the analysis is prepared
using the average balance outstanding for the year. A 200-basis point (2022: 200-basis points)
increase or decrease is used when reporting interest rate risk internally to key management
personnel and represents Management’s assessment of the reasonably possible change in
interest rates.
If interest rates had been 200 basis points higher and all other variables were held constant,
the Group’s profit before taxation for the year ended 31 December 2023 would decrease by $1.7
million (2022: $0.5 million). This is mainly attributable to the Group’s exposure to interest rates
on its variable rate borrowings. The decrease in the Group’s sensitivity to interest rates, is directly
attributable to the variable interest rate long-term debt facilities, offset by the settlements that
occurred during the year, as disclosed in Note 27.
Equity price risk management
The Group holds equity investments and is exposed to equity price risk. Equity investments are
held for strategic purposes rather than trading purposes and the Group does not actively trade
these investments. The investments are actively monitored and proactively managed. New
investments are required to satisfy a number of criteria with non-executive oversight. If equity
prices had been 5% higher and all other variables were held constant, the Group’s profit before
taxation for the year ended 31 December 2023 would increase by $2.2 million (2022: $1.6 million).





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33. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting
in financial loss to the Group. Credit risk relates to potential exposure on trade and other
receivables and bank balances.
Before accepting any new customer, the Group assesses the potential customer’s credit quality
and defines credit limits for each customer. Customers credit limits are reviewed annually.
The Group’s credit risk is concentrated as the Group currently provides mining and drilling
services to a limited number of major and mid-tier mining companies as well as junior
exploration companies.
The Group’s exposure to credit risk is minimized as customers are given 30 to 45 days credit
periods for services rendered. As at 31 December 2023, 3 customers individually contributed 10%
or more to the Group’s trade receivables (2022: 3 customers).
There was a significant increase in the credit risk that has been identified in respect of the Group’s
customers during the year and as at 31 December 2023, an expected credit loss allowance of
$4.7 million has been recognised (2022: $2.8 million).
Further disclosures regarding trade and other receivables, which are neither past due nor
impaired, are provided in Note 19.
Credit risk also arises from cash and cash equivalents with banks and financial institutions. For
banks and financial institutions, only independently rated parties with minimum rating “A” are
accepted.

Liquidity risk management
Ultimate responsibility for Liquidity Risk Management rests with the Board of Directors. The
Group manages liquidity risk by maintaining adequate reserves, banking and reserve borrowing
facilities, continuously monitoring forecast and actual cash flows and by matching the maturity
profiles of financial assets and liabilities.
Liquidity risk tables:
The following table details the Group’s remaining contractual maturity for its financial assets and
liabilities with agreed repayment periods. The tables for assets have been drawn up based on the
undiscounted contractual maturities of the financial assets including interest that will be earned
on those assets. The tables for liabilities represent undiscounted cash flows of financial liabilities
based on the earliest repayment date on which the Group can be required to pay at the reporting
date:
The tables for liabilities represent undiscounted cash flows of financial liabilities based on the
earliest repayment date on which the Group can be required to pay at the reporting date:

2023
1 month
$’000
1 – 3 months
$’000
3 months –
1 year
$’000
1 – 5 years
$’000
Financial assets
Financial Assets under Amortised Cost 26,214 15,811 2,434 5,108
26,214 15,811 2,434 5,108
Financial liabilities
Non-interest bearing – Financial Liabilities
at Amortised Cost 23,373 16,377 9,058 505
Variable interest rate instruments 5,965 5,701 15,387 75,520
Lease liabilities 688 1,317 6,335 21,109
30,026 23,395 30,780 97,134
2022
1 month
$’000
1 – 3 months
$’000
3 months –
1 year
$’000
1 – 5 years
$’000
Financial assets
Financial Assets under Amortised Cost 27,997 6,250 6,587 7,167
27,997 6,250 6,587 7,167
Financial liabilities
Non-interest bearing – Financial Liabilities at
Amortised Cost 23,857 15,042 6,536 2,139
Variable interest rate instruments 1,007 4,037 13,431 56,426
Lease liabilities 332 670 3,137 12,127
25,196 19,749 23,104 70,692
Financing facilities
The following table details the Group’s secured loan facilities (undiscounted) at the reporting date.
2023
$’000
2022
$’000
Available amount 117,700 86,800
Unutilised amount 15,000
Utilised amount 102,700 86,800





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34. FAIR VALUE MEASUREMENTS
Fair value adjustment on financial assets through profit or loss
The Group’s fair value adjustments on financial assets through profit or loss are listed and unlisted
equity securities in the mining industry as well as other receivables which are measured at fair
value at the end of each reporting period. The listed equity securities are designated as Level 1
financial assets in the fair value hierarchy. Their fair value is determined using quote bid prices
in an active market. The fair value of these financial assets FVPTL amounted to US$47.2 million
(2022: US$30.4 million).
The fair values of financial instruments that are not traded in an active market and other
receivables are determined using standard valuation techniques. These valuation techniques
maximise the use of observable market data where available and rely as little as possible on
Group specific estimates. The Directors consider that the carrying value amounts of financial
assets and financial liabilities recorded at amortised cost in the Group’s Annual Financial
Statements are approximately equal to their fair values. The fair values disclosed for the financial
assets and financial liabilities are classified in level 3 of the fair value hierarchy have been assessed
to approximate their carrying amounts based on a net asset or cost approach for the equity
securities and an income approach for other receivables.


35. AUDITOR’S REMUNERATION
The Group auditors are BDO LLP (“BDO”). The Group has engaged BDO and other audit firms
to provide both audit and non-audit services to its various subsidiaries.
2023
$’000
2022
$’000
Fees paid to the Group’s auditor
– The audit of the Group’s Annual Financial Statements 738 579
– Non-audit services – Group 96 93
Fees paid to associates of the Group’s auditor
– The audit of the Group’s subsidiaries 140 87
– Non-audit services – BDO Egypt 4
978 759


36. RELATED PARTIES
During the year, the Company and its subsidiaries, in the ordinary course of business, entered into
various sale and purchase transactions. All transactions are entered into at amounts negotiated
between the parties.
2023
$’000
2022
$’000
Directors’ emoluments
Short Term Benefits 2,215 1,921
Share Based Payments 1,181 562
3,396 2,483
The Group considers the Key Management Personnel to be limited to the Board of Directors
as they are responsible for planning and directing the Group’s activities.



37. COMMITMENTS
The Group has the following commitments:
2023
$’000
2022
$’000
Committed capital expenditure 36,083 18,686
The Group had outstanding purchase orders amounting to $39.5 million (2022: $29.7 million)
at the end of the reporting period of which $36.1 million (2022: $18.7 million) were for capital
expenditure.




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 continued

38. CONTINGENCIES
As a result of the multiple jurisdictions in which the Group operates, there are a number of
ongoing tax audits. In the opinion of Management, none of these ongoing audits represent
a reasonable possibility of a material settlement and as such, no contingent liability disclosure
is required.


39. EVENTS AFTER THE REPORTING PERIOD
There have been no significant events affecting the Group since the year end.

40. APPROVAL OF THE CONSOLIDATED Annual Financial Statements
The Annual Financial Statements set out on pages 96 to 143 were approved by the Board of
Directors on 14 March 2024 in London.



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148 Shareholder Information


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In addition to GAAP figures reported under International Financial Reporting Standards (IFRS),
Capital Limited provides certain alternative performance measures (APMs). These APMs are
used internally in the management, planning, budgeting and forecasting of the business and
are also considered to be helpful in term of the external understanding of the Group’s underlying
performance. As these are non-GAAP measures, they should not be considered as replacements
for IFRS measures. The Company’s definition of these non-GAAP measures may not be
comparable to other similarly titled measures reported by other companies.
The use of APMs by listed companies to better explain performance and provide additional
transparency and comparability is common. However, APMs should always be considered
in conjunction with IFRS reported numbers and not used in isolation. Commentary within
the Annual Report, including the Chief Financial Officer’s Review, as well as the Consolidated
Financial Statements and the accompanying notes, should be referred to in order to fully
appreciate all the factors that affect our business. We strongly encourage readers not to rely on
any single financial measure, but to carefully review our reporting in its entirety.
The following terms and alternative performance measures were used for the year ended 31
December 2023.
ARPOR Average revenue per operating rig
EBITDA Earnings before interest, taxes, depreciation, amortisation and fair
value gain/loss on financial assets
EBIT Earnings before interest, taxes and fair value gain/loss on financial
assets
OPERATIONAL
EARNINGS
Profit for the year attributable to the owners of the parent before fair
value gain or loss on financial assets
NET CASH/(DEBT) Cash and cash equivalents less short term and long-term debt
(excluding lease liabilities)
NET ASSET VALUE
PER SHARE (CENTS)
Total equity/weighted average number of ordinary shares
RETURN ON
CAPITAL EMPLOYED
EBIT/Total assets-current liabilities
RETURN ON
TOTAL ASSETS
EBIT/Total assets
RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES
TO THE FINANCIAL STATEMENTS:
ARPOR can be reconciled from the financial statements as per the below:
2023 2022
Revenue per financial statements ($’000) 318,424 290,284
Non-drilling revenue ($’000) (114,249) (89,793)
Revenue used in the calculation of ARPOR ($’000) 204,175 200,491
Monthly Average active operating Rigs 92 93
Monthly Average operating Rigs 125 118
ARPOR 186 180
EBITDA can be reconciled from the financial statements
as per the below:
Profit for the year 38,530 22,730
Depreciation 39,766 30,416
Taxation 11,804 9,836
Interest income (65) (35)
Finance charges 13,002 7,356
Fair value adjustments on financial assets (2,989) 19,798
EBITDA 100,048 90,101
Operating profit (EBIT) 60,282 59,685
Depreciation, amortisation and impairments 39,766 30,416
EBITDA 100,048 90,101
Gross profit 146,900 134,432
Administration expenses (46,852) (44,331)
EBITDA 100,048 90,101
EBITDA Margin 31.4% 31.0%
ALTERNATIVE PERFORMANCE MEASURES


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Adjusted EBITDA can be reconciled from the financial statements
as per the below:
Operating profit (EBIT) 60,282 59,685
Depreciation, amortisation and impairments 39,766 30,416
Cash cost of IFRS 16 leases (8,234) (3,733)
Adjusted EBITDA 91,814 86,368
Adjusted EBITDA Margin 28.8% 29.8%
Adjusted cash from operations can be reconciled from the financial
statements as per the below:
Cash generated from operations 92,532 73,533
Cash cost of IFRS 16 leases (8,234) (3,733)
Adjusted Cash from operations 84,298 69,800
Net (debt) / cash can be reconciled from the financial statements as
per the below:
Cash and cash equivalents 34,366 28,380
Long-term borrowings
1
(76,273) (57,154)
Short-term borrowings
1
(27,925) (18,465)
Net (debt)/ cash (69,832) (47,239)
The Adjusted EBIT used in the Adjusted ROCE can be reconciled from
the financial statements as per the below:
Operating profit (EBIT) 60,282 59,685
Depreciation on IFRS 16 leases 7, 510 3,457
Cash cost of IFRS 16 leases (8,234) (3,733)
Adjusted EBIT 59,558 59,409
1 Excludes the unamortised debt arrangement costs
AVERAGE REVENUE PER OPERATING RIG
ARPOR is a non-financial measure defined as the monthly average drilling specific revenue
for the period divided by the monthly average active operating rigs. Drilling specific revenue
excludes revenue generated from shot crew, a blast hole service that does not require a rig to
perform but forms part of drilling. Management uses this indicator to assess the operational
performance across the board on a period-by-period basis even if there is an increase or decrease
in rig utilisation.
EBITDA
EBITDA represents profit or loss for the year before interest, income taxes, depreciation and
amortisation and fair value adjustments on financial assets at fair value through profit or loss and
realised gain (loss) on FVTOCI shares.
EBITDA is non-IFRS financial measures that is used as a supplemental financial measure by
management and external users of financial statements, such as investors, to assess our financial
and operating performance. This non-IFRS financial measure will assist our management and
investors by increasing the comparability of our performance from period to period.
i) Increasing the comparability of our performance from period to period;
ii) Understanding and analysing the results of our operating and business performance; and
iii) Monitoring our ongoing financial and operational strength in assessing whether to continue
to hold our shares. This is achieved by excluding the potentially disparate effects between
periods of depreciation and amortisation, income (loss) from associate, interest income,
finance charges, fair value adjustment on financial assets at fair value through profit or loss
and realised gain (loss) on FVTOCI shares, which may significantly affect comparability of
results of operations between periods.
EBITDA has limitations as an analytical tool and should not be considered as an alternative to,
or as substitutes for, or superior to, profit or loss for the period or any other measure of financial
performance presented in accordance with IFRS. Further, other companies in our industry may
calculate this measure differently, limiting its usefulness as a comparative measure.
ADJUSTED EBITDA
Adjusted EBITDA represents profit or loss for the year before interest, income taxes, depreciation
& amortisation, fair value adjustments on financial assets at fair value through profit or loss and
realised gain (loss) on fair value through profit or loss investments and net of cash cost of the IFRS
16 leases.
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
RECONCILIATION OF ALTERNATIVE PERFORMANCE MEASURES
TO THE FINANCIAL STATEMENTS (CONTINUED)


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ADJUSTED CASH FROM OPERATIONS
Adjusted cash from operations is a non-GAAP measured defined as cash generated from
operations less cash cost of IFRS 16 leases. Management believes this measure represents the
operational performance of the Group as well as the effect of leases as one of the key operating
components of the Group’s business.
NET (DEBT) / CASH
Net cash (debt) is a non-GAAP measure that is defined as cash and cash equivalents less short
term and long-term debt.
Management believes that net cash (debt) is a useful indicator of the Group’s indebtedness,
financial flexibility and capital structure because it indicates the level of borrowings after taking
account of cash and cash equivalents within the Group’s business that could be utilised to pay
down the outstanding borrowings. Management believes that net debt can assist securities
analysts, investors and other parties to evaluate the Group. Net cash (debt) and similar measures
are used by different companies for differing purposes and are often calculated in ways that reflect
the circumstances of those companies. Accordingly, caution is required in comparing net debt as
reported by the Group to net cash (debt) of other companies.
NET CASH (DEBT)
Net cash (debt) is a non-GAAP measure that is defined as cash and cash equivalents less short
term and long-term debt.
Management believes that net cash (debt) is a useful indicator of the Group’s indebtedness,
financial flexibility and capital structure because it indicates the level of borrowings after taking
account of cash and cash equivalents within the Group’s business that could be utilised to pay
down the outstanding borrowings. Management believes that net debt can assist securities
analysts, investors and other parties to evaluate the Group. Net cash (debt) and similar measures
are used by different companies for differing purposes and are often calculated in ways that
reflect the circumstances of those companies. Accordingly, caution is required in comparing net
debt as reported by the Group to net cash (debt) of other companies.
AVERAGE REVENUE PER OPERATING RIG
ARPOR is a non-financial measure defined as the monthly average drilling specific revenue
for the period divided by the monthly average active operating rigs. Drilling specific revenue
excludes revenue generated from shot crew, a blast hole service that does not require a rig to
perform but forms part of drilling. Management uses this indicator to assess the operational
performance across the board on a period by period basis even if there is an increase or
decrease in rig utilisation.


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Standard financial calendar
Accounting period end 31 December
Annual Report published March
Annual General Meeting June
Interim accounting period end 30 June
Interim results announced August
Stock Exchange listing
The Company’s shares are admitted to the premium segment of the Official List and are traded
on the Main Market of the London Stock Exchange. The Common Shares (as defined below)
themselves are not admitted to CREST, but dematerialised depositary interests representing the
underlying Common Shares issued by Computershare Investor Services PLC can be held and
transferred through the CREST system. The rights attached to the Common Shares are governed
by the Companies Act 1981 (Bermuda) (as amended) (the Act) and the Company’s Bye-Laws as
adopted on 3 December 2003 and as amended and restated by resolutions of the Shareholders
dated 28 May 2010, 29 April 2015 and 27 April 2016 (the Bye-Laws).
Dividend
The Company has resolved to declare a final dividend for 2023 of 2.6 cents per share.
Substantial shareholdings
The interests in the table below reflect TR-1 notifications received by the Company as at 31
December 2023, indicating shareholdings of more than 3% of the issued share capital of the
Company.
Shareholder Percentage of voting rights held (%)
Jamie Boyton 10.6
Aberforth Partners 9.9
Fidelity International 9.9
Brian Rudd 6.2
Allianz Global Investors 6.1
Premier Miton Investors 5.0
James Edward Armitage 4.9
Aegis Financial Corporation 4.5
Ruffer 3.9
River Global Investors 3.7
Capital Limited
Bermuda registered number 34477
Registered Office
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Corporate Head Office:
Ground Floor
10/11 Park Place
London SW1A 1LP
Investor Relations
investor@capdrill.com
Company Secretary
Catherine Apthorpe
cosec@capdrill.com
Website
www.capdrill.com
Registrar
Computershare Investor Services (Jersey)
13 Castle Street, St Helier, Jersey,
JE1 1ES Channel Islands
Auditor
BDO LLP, 55 Baker Street, London
W1U 7EU
Bank
Standard Bank (Mauritius) Limited 9th Floor,
Tower A 1 CyberCity, Ébène Mauritius
Brokers
Tamesis Partners LLP
125 Old Broad Street
London EC2N 1 AR
Stifel Nicolaus Europe Limited
150 Cheapside
London, EC2V 6ET
Public Relations
Buchanan
107 Cheapside
London EC2V 6DN
capital@buchanan.uk.com
SHAREHOLDER INFORMATION


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Restriction on transfer of shares
There are no restrictions on the transfer of Common Shares other than:
The Board may at its absolute discretion refuse to register any transfer of Common Shares
over which the Company has a lien or which are not fully paid up provided it does not prevent
dealings in the Common Shares on an open and proper basis.
During the Year, the Board did not place a lien on any shares nor did it refuse to transfer any
Common Shares.
The Board shall refuse to register a transfer if:
It is not satisfied that all the applicable consents, authorisations and permissions of any
governmental body or agency in Bermuda have been obtained.
Certain restrictions on transfer from time to time are imposed by laws and regulations.
So required by the Company’s share dealing code pursuant to which the Directors and
employees of the Company require approval to deal in the Company’s Common Shares.
Where a person who holds default shares (as defined in the Bye-Laws) which represent at least
0.25% of the issued shares of the Company has been served with a disclosure notice and has
failed to provide the Company with the requested information in connection with the shares.
Repurchase of shares
The Company may purchase its own shares for cancellation or to acquire them as Treasury
Shares (as defined in the Bye-Laws) in accordance with the Companies Act 1981 (Bermuda) on
such terms as the Board shall think fit. The Board may exercise all the powers of the Company to
purchase or acquire all or any part of its own shares in accordance with the Companies Act 1981
(Bermuda), provided, however, that such purchase may not be made if the Board determines
in its sole discretion that it may result in a non de minimis adverse tax, legal or regulatory
consequence to the Company, any of its subsidiaries or any direct or indirect holder of shares or its
affiliates.
Investor relations
The Annual Report and Accounts is available on Capital’s website. Investor relations enquiries
should be addressed to the investor relations team in the London office at investor@capdrill.com.
Shareholder enquiries
Any enquiries concerning your shareholding should be addressed to the Company’s registrar. The
registrar should be notified promptly of any change in a shareholder’s address or other details.
Shares in issue
There was a total of 193,696,920 Common Shares in issue at 31 December 2023.
Company Bye-Laws
The Company is incorporated in Bermuda and the UK City Code on Takeovers and Mergers
(the City Code) therefore does not apply to the Company. However, the Company’s Bye-Laws
incorporate material City Code protections appropriate for a company to which the City Code
does not apply.
The Bye-Laws of the Company may only be amended by a resolution of the Board and by a
resolution of the shareholders. The Bye-Laws of the Company can be accessed here: www.capdrill.
com/corporategovernance.
Share capital
The Company has one class of shares of $0.0001 each (the Common Shares). Details of the
Company’s authorised and issued Common Share capital together with any changes to the share
capital during the Year are set out in note 21 to the Financial Statements.
Power to issue shares
At the AGM held on 18 May 2023 (the 2023 AGM), authority was given to the Directors to allot:
i) Equity Securities up to a maximum aggregate nominal amount of $6,456.56 (being 64,565,640
Common Shares which represented one third of the Company’s Common Share capital)
ii) Equity securities for cash on a non-pre-emptive basis up to a maximum aggregate nominal
amount of $968.48, representing approximately 5% of the issued share capital.
Share rights
In accordance with the Company’s Bye-Laws, shareholders have the right to receive notice of
and attend any general meeting of the Company. Each shareholder who is present in person
(or, being a corporation, by representative) or by proxy at a general meeting on a show of hands
has one vote and, on a poll, every such holder present in person (or, being a corporation, by
representative) or by proxy shall have one vote in respect of every Common Share held by them.
There are no shareholders who carry any special rights with regard to the control of the Company.
SHAREHOLDER INFORMATION CONTINUED


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