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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

Commission file number: 001-33153

form40fx002.jpg

ENDEAVOUR SILVER CORP.

(Exact Name of Registrant as Specified in its Charter)

British Columbia   1040   N/A
(Province or other jurisdiction of incorporation or organization)   (Primary Standard Industrial Classification Code)   (I.R.S. Employer Identification No.)

#1130-609 Granville Street

Vancouver, British Columbia, Canada V7Y 1G5

(604) 685-9775

(Address and Telephone Number of Registrant's Principal Executive Offices)

DL Services Inc.
Columbia Center, 701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
(206) 903-8800
Copies to:
Jason K. Brenkert
Dorsey & Whitney LLP
1400 Wewatta Street, Suite 400
Denver, Colorado 80202-5549
(303) 629-3400
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class: Trading Symbol(s) Name of Each Exchange On Which Registered:
     
Common Shares, no par value EXK New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:  None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None

For annual reports, indicate by check mark the information filed with this form:

☒  Annual Information Form ☒  Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2023, 216,891,784 common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  ☒  Yes ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒  Yes ☐  No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.   ☐    Emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report:                  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐


EXPLANATORY NOTE

Endeavour Silver Corp. (the "Company" or the "Registrant") is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act (the "MJDS"). The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached hereto contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" (or the negative and grammatical variations of any of these terms and similar expressions) be taken, occur or be achieved,) are not statements of historical fact and may be forward-looking statements. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future.

Forward looking statements are made based upon certain assumptions and other important factors that, while considered reasonable by the Company, are inherently subject to significant business economic, competitive, political and social uncertainties and contingencies. The Company has made assumptions based on many of these factors which include, without limitation, present and future business strategies, the environment in which the Company will operate in the future, including the price of silver and gold, anticipated cost and the ability to achieve goals.

Statements concerning reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the Company's property is developed, and in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that a mineral deposit can be economically exploited. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

  • risks related to precious and base metal price fluctuations;

  • risks related to fluctuations in the currency markets (particularly the Mexican peso, Canadian dollar and United States dollar);

  • risks related to the impact of COVID-19 or future pandemics on our operations;

  • risks related to the Ukraine-Russian and Israel-Palestine conflicts;

  • risks related to increased interest rates;

  • risks related to precious and base metal price fluctuations;

  • risks related to the fluctuations in the price of consumed commodities;

  • risks related to the inherently dangerous activity of mining, including conditions or events beyond our control, and operating or technical difficulties in mineral exploration, development and mining activities;

  • uncertainty in our ability to obtain adequate financing for planned mine development and further exploration programs;

  • uncertainty in the Company's ability to fund the development of its mineral properties or the completion of further exploration programs;

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  • uncertainty as to actual capital costs, operating costs, production and economic returns, and uncertainty that our development activities will result in profitable mining operations;

  • risks related to the adequacy or availability of infrastructure to support current or future mining developments

  • risks related to our reserves and mineral resource figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently estimated and to diminishing quantities or grades of mineral reserves as properties are mined;

  • uncertainty as to the market price of silver or gold;

  • risks related to volatility of global financial markets and the Company's share price;

  • risks related to the Company's ability to acquire new projects and to successfully integrate the acquisitions;

  • risks related to changes in governmental regulations, tax and labour laws and obtaining necessary licenses and permits;

  • risks related to mine closure and reclamation;

  • risks related to climate change;

  • risks related to our mineral properties being subject to prior unregistered agreements, transfers, or claims and other defects in title;

  • risks related to recruiting and retaining qualified personnel;

  • risks relating to inadequate insurance or inability to obtain insurance;

  • the Company operating in foreign jurisdictions, including political, economic, and regulatory instability;

  • risks related to our officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests

  • risks relating to financial instruments; and

  • risks relating to our securities

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in the exhibits attached to this annual report on Form 40-F, including in the Annual Information Form ("AIF") of the Company filed as Exhibit 99.1 to this annual report on Form 40-F and are incorporated by reference herein. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The Company's forward-looking statements and information are based on beliefs, expectations and opinions of management on the date the statements are made and the Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations or opinions change, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

NOTE TO UNITED STATES READERS-

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under the multi-jurisdictional disclosure system adopted by the United States Securities and Exchange Commission (the "SEC"), to prepare this annual report on Form 40-F in accordance with Canadian disclosure requirements, which differ from those of the United States. The Company has prepared its consolidated financial statements, which are filed as Exhibit 99.2 to this annual report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and they are not comparable to financial statements of United States companies.

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MINERAL RESOURCE AND RESERVE ESTIMATES

The Company's AIF filed as Exhibit 99.1 to this annual report on Form 40-F and management's discussion and analysis for the fiscal year ended December 31,2023 filed as Exhibit 99.3 have been prepared in accordance with the requirements of Canadian provincial securities laws, which differ from the requirements of United States securities laws.

As a result, the Company reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K ("S-K 1300") under the Exchange Act. As an issuer that prepares and files its reports with the SEC pursuant to the MJDS, the Company is not subject to the requirements of S-K 1300. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under or differ from those prepared in accordance with S-K 1300. Accordingly, information included or incorporated by reference in the Company's AIF filed as Exhibit 99.1 to this annual report on Form 40-F and management's discussion and analysis for the fiscal year ended December 31, 2023 filed as Exhibit 99.3 concerning descriptions of mineralization and estimates of mineral reserves and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S-K 1300.

CURRENCY

Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United States dollars. The exchange rate of Canadian dollars into United States dollars, on December 29, 2023, based upon the closing exchange rate as quoted by the Bank of Canada, was Cdn.$1.00 = US.$0.7561.

ANNUAL INFORMATION FORM

The Company's AIF for the fiscal year ended December 31, 2023 is filed as Exhibit 99.1 to this annual report on Form 40-F and is incorporated by reference herein.

AUDITED ANNUAL FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the years ended December 31, 2023 and 2022, including the report of the independent auditor with respect thereto, are filed as Exhibit 99.2 to this annual report on Form 40-F and are incorporated by reference herein.

MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company's management's discussion and analysis for the fiscal year ended December 31, 2023 ("MD&A") is filed as Exhibit 99.3 to this annual report on Form 40-F and is incorporated by reference herein.

TAX MATTERS

Purchasing, holding, or disposing of the Company's securities may have tax consequences under the laws of the United States and Canada that are not described in this annual report on Form 40-F or the documents incorporated by reference herein.

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CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this annual report on Form 40-F for the fiscal year ended December 31, 2023, an evaluation was carried out under the supervision of, and with the participation of, the Company's management, including its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met.


Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

Management, including the CEO and CFO, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management has concluded that, as of December 31, 2023, the Company's internal control over financial reporting was effective and no material weaknesses in the Company's internal control over financial reporting were discovered.

The Company is required to provide an auditor's attestation report on its internal control over financial reporting for the fiscal year ended December 31, 2023. In this annual report on Form 40-F, the Company's independent registered public accounting firm, KPMG LLP ("KPMG"), has provided its opinion as to the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. KPMG has also audited the Company's financial statements included in this annual report on Form 40-F and issued a report thereon.

Auditor's Attestation Report

KPMG's attestation report on the Company's internal control over financial reporting is included in the Audited Consolidated Financial Statements filed in Exhibit 99.2 of this annual report on Form 40-F and is incorporated by reference herein.

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Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting that occurred during the fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CORPORATE GOVERNANCE

The Company's Board of Directors (the "Board of Directors") is responsible for the Company's Corporate Governance policies and has separately designated standing Compensation, Corporate Governance and Nominating, and Audit Committees. The Board of Directors has determined that all the members of the Compensation, Corporate Governance and Nominating, and Audit Committees are independent, based on the criteria for independence prescribed by section 303A.02 of the NYSE Listed Company Manual.

Compensation Committee

Compensation of the Company's CEO and all other officers is recommended by management to the Compensation Committee, established in accordance with section 303A.05 of the NYSE Listed Company Manual, for evaluation and recommendation to the Board of Directors.

The Compensation Committee develops, reviews and monitors director and executive compensation and policies. The Compensation Committee is also responsible for annually reviewing the adequacy of compensation for directors and others and the composition of compensation packages. The Company's CEO cannot be present during the Committee's deliberations or vote. The Compensation Committee is composed of three independent directors (as determined under section 303A.02 and section 303A.05 of the NYSE Listed Company Manual): Ricardo Campoy (Chair), Ken Pickering and Mario Szotlender. The Company's Compensation Committee Charter is available on the Company's website at www.edrsilver.com.

Corporate Governance and Nominating Committee

The Company's Corporate Governance and Nominating Committee, established in accordance with section 303A.04 of the NYSE Listed Company Manual, is tasked with (a) developing and recommending to the Board of Directors corporate governance principles applicable to the Company; (b) identifying and recommending qualified individuals for nomination to the Board of Directors; and (c) providing such assistance as the Chair of the Board of Directors, if independent, or alternatively the lead director of the Board of Directors, may require. The Corporate Governance and Nominating Committee is composed of three independent directors (as determined under Section 303A.02 of the NYSE Listed Company Manual): Rex McLennan (Chair), Mario Szotlender and Margaret Beck. The Corporate Governance and Nominating Committee Charter is available on the Company's website at www.edrsilver.com.

The principal corporate governance responsibilities of the Corporate Governance and Nominating Committee include the following:

a) reviewing and reassessing at least annually the adequacy of the Company's corporate governance procedures and recommending any proposed changes to the Board of Directors for approval;

b) reviewing and recommending changes to the Board of Directors of the Company's Code of Conduct and considering any requests for waivers from the Company's Code of Conduct;

c) receiving comments from all directors and reporting annually to the Board of Directors with an assessment of the Board of Director's performance to be discussed with the full Board of Directors following the end of each fiscal year.

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The principal responsibilities of the Corporate Governance and Nominating Committee for selection and nomination of director nominees include the following:

a) in making recommendations to the Board of Directors regarding director nominees, the Corporate Governance and Nominating Committee shall consider the appropriate size of the Board of Directors; the competencies and skills that the Board of Directors considers to be necessary for the Board of Directors, as a whole, to possess; the competencies and skills that the Board of Directors considers each existing director to possess; the competencies and skills each new nominee will bring to the Board of Directors; and whether or not each new nominee can devote sufficient time and resources to the nominee's duties as a director of the Company;

b) developing qualification criteria for directors for recommendation to the Board of Directors and, in conjunction with the Chair of the Board of Directors (or, if the Chair is not an independent director, any lead director of the Board of Directors), the Corporate Governance and Nominating Committee shall appoint directors to the various committees of the Board of Directors;

c) having the sole authority to retain and terminate any search firm to be used to identify director candidates or any other outside advisors considered necessary to carry out its duties and to determine the terms of such retainer;

d) in conjunction with the Chair of the Board of Directors (or, if the Chair of the Board of Directors is not an independent director, any lead director of the Board of Directors), overseeing the evaluation of the Board of Directors and of the Company and making recommendations to the Board of Directors as appropriate.

AUDIT COMMITTEE

The Company's Board of Directors has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act and section 303A.06 and 303A.07 of the NYSE Listed Company Manual. The Company's Audit Committee is comprised of:

  • Margaret Beck (Chair)
  • Rex McLennan
  • Ken Pickering
  • Ricardo Campoy
  • Amy Jacobsen

In the opinion of the Company's Board of Directors, all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange Act and section 303A.02 of the NYSE Listed Company Manual) and are financially literate. The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board of Directors.

The Audit Committee meets with the Company's President, the CEO, the CFO and the Company's independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors which independent registered public auditing firm should be appointed by the Company. In addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual financial statements, the MD&A, and undertakes other activities required by exchanges on which the Company's securities are listed and by regulatory authorities to which the Company is held responsible. The Company's Audit Committee Charter is available on the Company's website at www.edrsilver.com.

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Audit Committee Financial Expert

The Company's Board of Directors has determined that Margaret Beck and Rex McLennan qualify as financial experts (as defined in Item 407 (d)(5)(ii) of Regulation S-K under the Exchange Act), has financial management expertise (pursuant to section 303A.07 of the NYSE Listed Company Manual) and is independent (as determined under Exchange Act Rule 10A-3 and section 303A.02 of the NYSE Listed Company Manual).

PRINCIPAL ACCOUNTING FEES AND SERVICES - INDEPENDENT AUDITORS

The following table shows the aggregate fees billed to the Company by KPMG LLP, Chartered Professional Accountants, the Company's independent registered public auditing firm, and its affiliates in each of the last two years.

  2023 2022
Audit Fees (1)

$1,069,845

$914,934
Tax Fees (2) $0 $0
All other fees (3) $0 $0
Total*

$1,069,845

$914,934

* All amounts are expressed in Canadian dollars

(1) The aggregate fees billed in each of the last two fiscal years for audit services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements.

(2) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the company's external auditor for tax compliance and tax advice.

(3) The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company's external auditor, other than the services reported under clauses 1 and 2 above.
 

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT AUDITORS

The Audit Committee pre-approves all audit services to be provided to the Company by its independent auditors. Non-audit services that are prohibited to be provided to the Company by its independent auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, the Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the independent auditors. All non-audit services performed by the Company's auditor for the fiscal year ended December 31, 2023 were pre-approved by the Audit Committee of the Company. No non-audit services were approved pursuant to the de minimis exemption to the pre-approval requirement.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.

CODE OF ETHICS

The Company has adopted a Code of Business Conduct and Ethics (the "Code") that applies to all the Company's directors, executive officers and employees, which is available on the Company's website at www.edrsilver.com and in print to any shareholder who requests it. The Code meets the requirements for a "code of ethics" within the meaning of that term in General Instruction 9(b) of Form 40-F.

All amendments to the Code, and all waivers of the Code with respect to any of the officers covered by it, will be posted on the Company's website, www.edrsilver.com within five business days of the amendment or waiver and will remain available for a twelve-month period and provided in print to any shareholder who requests them. During the fiscal year ended December 31, 2023, the Company did not substantively amend, waive or implicitly waive any provision of the Code with respect to any of the directors, executive officers or employees subject to it.

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CASH REQUIREMENTS

The Company's material cash requirements are discussed in management's discussion and analysis for the fiscal year ended December 31, 2023 filed as Exhibit 99.3 under the headings "Capital Requirements" and "Contractual Obligations".

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended December 31, 2023 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

NYSE CORPORATE GOVERNANCE

The Company's common shares are listed on the NYSE. Sections 103.00 and 303A.11 of the NYSE Listed Company Manual permit foreign private issuers to follow home country practices in lieu of certain provisions of the NYSE Listed Company Manual. A foreign private issuer that follows home country practices in lieu of certain provision of the NYSE Listed Company Manual must disclose any significant ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual report that it distributes to shareholders in the United States. A description of the significant ways in which the Company's governance practices differ from those followed by domestic companies pursuant to NYSE standards is as follows:

Shareholder Meeting Quorum Requirement: The NYSE is of the opinion that the quorum required for any meeting of shareholders should be sufficiently high to insure a representative vote. The Company's quorum requirement is set forth in its Memorandum and Articles. A quorum for a meeting of members of the Company is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the shares entitled to be voted at the meeting.

Proxy Delivery Requirement: The NYSE requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies shall be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

Shareholder Approval Requirement: The Company will follow Toronto Stock Exchange rules for shareholder approval of new issuances of its common shares and for the approval of equity plans. Following Toronto Stock Exchange rules, shareholder approval is required for certain issuances of shares that: (i) materially affect control of the Company; or (ii) provide consideration to insiders in aggregate of 10% or greater of the market capitalization of the listed issuer and have not been negotiated at arm's length. Shareholder approval is also required, pursuant to Toronto Stock Exchange rules, in the case of private placements: (x) for an aggregate number of listed securities issuable greater than 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of closing of the transaction if the price per security is less than the market price; or (y) that during any six month period are to insiders for listed securities or options, rights or other entitlements to listed securities greater than 10% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis, prior to the date of the closing of the first private placement to an insider during the six month period. The Company will also follow Toronto Stock Exchange rules for shareholder approval of the Company's equity compensation plans rather than NYSE requirements. Under NYSE rules, shareholder approval is required for all equity compensation plans and any material revisions thereto. For "Rolling" or "evergreen" equity plans, like the Company's, which reserve a set percentage of the Company's issued and outstanding shares under the plan, each increase pursuant to such formula is subject to shareholder approval unless the plan has a term of not more than ten years. TSX rules provide that all security based compensation arrangements must be approved by a listed issuer's security holders at a meeting. This applies not only to plans, but also to individual stock options and entitlements not granted pursuant to an arrangement. Security holder approval is also required for any amendment to an arrangement or entitlement (e.g. an individual option or award), unless the plan permits such amendment without security holder approval. For evergreen plans, the TSX requires shareholder approval within three years after institution and within every three years thereafter.

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The foregoing are consistent with the laws, customs and practices in Canada.

In addition, the Company may from time-to-time seek relief from the NYSE corporate governance requirements on specific transactions under the NYSE Listed Company Guide, in which case, the Company shall make the disclosure of such transactions available on the Company's website at www.edrsilver.com. Information contained on the Company's website is not part of this annual report on Form 40-F.

MINE SAFETY DISCLOSURE

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 ("Dodd-Frank Act"), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities under the regulation of the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). During the fiscal year ended December 31, 2023, the Company had no mines in the United States subject to regulation by MSHA under the Mine Act.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

The Company has adopted a compensation recovery policy effective October 2, 2023 (referred to as the "Incentive Compensation Clawback Policy") as required by NYSE listing standards and pursuant to Rule 10D-1 of the Exchange Act. The Incentive Compensation Clawback Policy is filed as Exhibit 97 to this Form 40-F. At no time during or after the fiscal year ended December 31, 2023 (as of the date of this Annual Report), was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Incentive Compensation Clawback Policy and, as of December 31, 2023, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Incentive Compensation Clawback Policy to a prior restatement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X/A with the SEC on February 25, 2021, with respect to the class of securities in relation to which the obligation to file this annual report on Form 40-F arises. Any change to the name or address of the agent for service of process will be communicated promptly to the SEC by amendment to Form F-X/A referencing the Company's file number.

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EXHIBIT INDEX

The following exhibits have been filed as part of this annual report on Form 40-F:

Exhibit Description
   
Incentive Compensation Recovery Policy
   
97 Incentive Compensation Clawback Policy
   
Annual Information
   
99.1. Annual Information Form of the Company for the year ended December 31, 2023
99.2. The following audited consolidated financial statements of the Company, are exhibits to and form a part of this annual report:
  Independent Registered Public Accounting Firm's Reports on Consolidated Financial Statements and Effectiveness of Internal Control Over Financial Reporting (KPMG LLP, Vancouver, BC, Canada, Auditor Firm ID:85)
  Consolidated Statements of Financial Position as of December 31, 2023 and 2022
  Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and December 31, 2022
  Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2023 and December 31, 2022
  Consolidated Statements of Cash Flow for the years ended December 31, 2023 and December 31, 2022
  Notes to Consolidated Financial Statements
99.3. Management's Discussion and Analysis
   
Certifications
 
99.4. Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5. Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6. Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7. Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
Consents
 
99.8. Consent of KPMG LLP, Independent Registered Public Accounting Firm
99.9. Consent of Wood Canada Limited, co-author of the technical report entitled NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended, dated May 15, 2023.
99.10 Consent of James Tod, P. Eng., co-author of the technical report entitled NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended, dated May 15, 2023.
99.11 Consent of Paul Ivancie, P.G., co-author of the technical report entitled NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended, dated May 15, 2023.
 

11


99.12 Consent of Humberto Preciado, P.E., co-author of the technical report entitled NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended, dated May 15, 2023.
99.13 Consent of Kirk Hanson, P.E., co-author of the technical report entitled NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended, dated May 15, 2023.
99.14 Consents of Dale Mah, P. Geo. of Endeavour Silver Corp., co-author of the technical reports entitled NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended, dated May 15, 2023; NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico, dated December 14, 2022; and NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico, dated December 14, 2022.
99.15. Consents of Donald Gray, SME-RM of Endeavour Silver Corp., co-author of the technical reports entitled NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico, dated December 14, 2022; and NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico, dated December 14, 2022.
99.16. Consents of Richard A. Schwering, P.G., SME-RM., of Hard Rock Consulting, LLC, co-author of the technical reports entitled NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico, dated December 14, 2022; and NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico, dated December 14, 2022.
99.17. Consent of Allan Armitage, Ph. D., P. Geo., of SGS Geological Services, author of the amended technical report entitled Mineral Resource Estimate for the Pitarrilla Ag-Pb-Zn Project, Durango State, Mexico, dated March 15, 2023.
   
101 Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 

12


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

  ENDEAVOUR SILVER CORP.
     
  By: /s/ Daniel Dickson
  Name: Daniel Dickson
  Title: Chief Executive Officer

Date: March 11, 2024

13


EX-97 2 exhibit97.htm EXHIBIT 97 Endeavour Silver Corp.: Exhibit 97 - Filed by newsfilecorp.com

Executive Compensation Clawback Policy

1. Introduction

The Board of Directors (the "Board") of Endeavour Silver Corp. (the "Company") believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under the federal securities laws (the "Policy"). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), related rules and the listing standards of the New York Stock Exchange (the "NYSE"), including but not limited to Section 811 of the NYSE American Company Guide, or any other securities exchange on which the Company's shares are listed in the future.

2. Administration

This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board (the "Committee"), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals.

3. Covered Executives

Unless and until the Board determines otherwise, for purposes of this Policy, the term "Covered Executive" means a current or former employee who is or was identified by the Company as the Company's president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company's subsidiaries or affiliates) who performs similar policy-making functions for the Company. "Policy-making function" excludes policy-making functions that are not significant.  "Covered Executives" will include, at minimum, the executive officers identified by the Company in its disclose prepared in response to either (i) Item 6.B of Form 20-F if the Company files its annual report with the United States Securities and Exchange Commission (the "SEC") on Form 20-F, or (ii) Item B.19 of Form 40-F if the Company files its annual report with the SEC on Form 40-F.  For the avoidance of doubt, "Covered Executives" will include at least the following Company officers:  Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Vice President of Operations and Vice President of Exploration.


This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation. 

4. Recovery: Accounting Restatement

In the event of an "Accounting Restatement," the Company will recover reasonably promptly any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, including transition periods resulting from a change in the Company's fiscal year as provided in Rule 10D-1 of the Exchange Act.  Incentive Compensation is deemed "received" in the Company's fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.  Directors are strongly encouraged to attend director education programs that they deem appropriate based on their individual backgrounds. These programs should help them to stay abreast of developments in corporate governance and best practices relevant to their roles.

(a) Definition of Accounting Restatement

For the purposes of this Policy, an "Accounting Restatement" means the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the "SEC") due to the Company's material noncompliance with any financial reporting requirements under the federal securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period). 

The determination of the time when the Company is "required" to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.

An Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company's internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.


(b) Definition of Incentive Compensation

For purposes of this Policy, "Incentive Compensation" means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, for example, bonuses or awards under the Company's short and long-term incentive plans, grants and awards under the Company's equity incentive plans, and contributions of such bonuses or awards to  the Company's deferred compensation plans or other employee benefit plans that are not tax-qualified plans.  For avoidance of doubt, Incentive Compensation that is deferred (either mandatorily or voluntarily) under the Company's non-qualified deferred compensation plans, as well as any matching amounts and earnings thereon, are subject to this Policy.  Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of Financial Reporting Measures, such as time-vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.

(c) Financial Reporting Measures

"Financial Reporting Measures" are those that are determined and presented in accordance with the accounting principles used in preparing the Company's financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, Financial Reporting Measures include stock price and total shareholder return.  A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a Financial Reporting Measure for purposes of this Policy.

(d) Excess Incentive Compensation: Amount Subject to Recovery

The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive's Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement.  All amounts shall be computed without regard to taxes paid.

For Incentive Compensation based on Financial Reporting Measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such Financial Reporting Measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.


(e) Method of Recovery

The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly excess Incentive Compensation hereunder. Such methods may include, without limitation:

(i) requiring reimbursement of Incentive Compensation previously paid;

(ii) forfeiting any Incentive Compensation contribution made under the Company's deferred compensation plans;

(iii) offsetting the recovered amount from any compensation or Incentive Compensation that the Covered Executive may earn or be awarded in the future;

(iv) taking any other remedial and recovery action permitted by law, as determined by the Board; or

(v) some combination of the foregoing.

5. No Indemnification or Advance

Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection with any action to recover excess Incentive Compensation.

6. Interpretation

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company's securities are listed.


7. Effective Date

The effective date of this Policy is November 3, 2023 (the "Effective Date").  This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Date that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date.  Without limiting the scope or effectiveness of this Policy, Incentive Compensation granted or received by Covered Executives prior to the Effective Date remains subject to the Company's prior Executive Compensation Clawback Policy dated March 9, 2016).  In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.

8. Amendment and Termination

The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by the NYSE or any other securities exchange on which the Company's shares are listed in the future.

9. Other Recovery Rights

The Board intends that this Policy will be applied to the fullest extent of the law. Upon receipt of this Policy, each Covered Executive is required to complete the Receipt and Acknowledgement attached as Schedule A to this Policy. The Board may require that any employment agreement or similar agreement relating to Incentive Compensation received on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company.  The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.

10. Impracticability

The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met, and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D 1 of the Exchange Act and Section 303A.14 of the NYSE Listed Company Manual or any other securities exchange on which the Company's shares are listed in the future.


11. Successors

This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

12. Revisions

Approved by the Board on November 3, 2023.


Schedule A

EXECUTIVE COMPENSATION CLAWBACK POLICY

RECEIPT AND ACKNOWLEDGEMENT

I, __________________________________________, hereby acknowledge that I have received and read a copy of the Executive Compensation Clawback Policy. As a condition of my receipt of any Incentive Compensation as defined in the Policy, I hereby agree to the terms of the Policy. I further agree that if recovery of excess Incentive Compensation is required pursuant to the Policy, the Company shall, to the fullest extent permitted by governing laws, require such recovery from me up to the amount by which the Incentive Compensation received by me, and amounts paid or payable pursuant or with respect thereto, constituted excess Incentive Compensation.  If any such reimbursement, reduction, cancelation, forfeiture, repurchase, recoupment, offset against future grants or awards and/or other method of recovery does not fully satisfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company.

 

 

 

 

Signature

 

Date



EX-99.1 3 exhibit99-1.htm EXHIBIT 99.1 Endeavour Silver Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

 

 

ANNUAL INFORMATION FORM

of

ENDEAVOUR SILVER CORP.

(the "Company" or "Endeavour")

Suite 1130 - 609 Granville Street

Vancouver, British Columbia

Canada, V7Y 1G5

Phone: (604) 685-9775

 

 

Dated as of March 8, 2024

 

 


TABLE OF CONTENTS

ITEM 1: PRELIMINARY NOTES 1
1.1 Incorporation of Documents by Reference 1
1.2 Date of Information 1
1.3 Forward-Looking Statements 2
1.4 Conversion Table 4
1.5 Technical Abbreviations 4
1.6 Currency and Exchange Rates 4
1.7 Classification of Mineral Reserves and Resources 5
1.8 Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and Inferred Mineral Resources 5
     
ITEM 2: CORPORATE STRUCTURE 6
2.1 Name, Address and Incorporation 6
2.2 Subsidiaries 6
     
ITEM 3: GENERAL DEVELOPMENT OF THE BUSINESS 7
3.1 Three Year History 7
3.2 Significant Acquisitions 10
     
ITEM 4: DESCRIPTION OF THE BUSINESS 10
4.1 General Description 10
4.2 Risk Factors 13
4.3 Asset-Backed Securities Outstanding 29
4.4 Mineral Projects – Recent Developments 29
     
ITEM 5: DIVIDENDS 40
5.1 Dividends 40
     
     
ITEM 6: DESCRIPTION OF CAPITAL STRUCTURE 40
6.1 General Description of Capital Structure 40
6.2 Constraints 40
6.3 Ratings 40
     
ITEM 7: MARKET FOR SECURITIES 40
7.1 Trading Price and Volume 40
7.2 Prior Sales 41
     
ITEM 8: ESCROWED SECURITIES 42
8.1 Escrowed Securities 42



ITEM 9: DIRECTORS AND OFFICERS 42
9.1 Name, Occupation and Security Holding 42
9.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions 44
9.3 Conflicts of Interest 46
     
ITEM 10: PROMOTERS 46
     
ITEM 11: LEGAL PROCEEDINGS 46
11.1 Legal Proceedings 46
11.2 Regulatory Actions 47
     
ITEM 12: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 48
12.1 Interest of Management and Others in Material Transactions 48
     
ITEM 13: TRANSFER AGENT AND REGISTRAR 48
13.1 Transfer Agent and Registrar 48
     
ITEM 14: MATERIAL CONTRACTS 48
14.1 Material Contracts 48
     
ITEM 15: INTERESTS OF EXPERTS 48
15.1 Names of Experts 48
15.2 Interests of Experts 49
     
ITEM 16: ADDITIONAL INFORMATION 49
16.1 Additional Information 49
16.2 Audit Committee 50


ITEM 1:              PRELIMINARY NOTES

1.1 Incorporation of Documents by Reference

Except as otherwise disclosed herein, all financial information in this Annual Information Form ("AIF") has been prepared in accordance with International Financial Reporting Standards ("IFRS") as prescribed by the International Accounting Standards Board.

The information provided in the AIF is supplemented by disclosure contained in the technical reports listed below. The detailed disclosure in each of the technical reports below is incorporated by reference into this AIF. The technical reports listed below are not contained within, nor attached to, this document but may be accessed at www.sedarplus.ca or on the Company's website at www.edrsilver.com.

Type of Document

Report Date /
Effective Date

Date Filed /
Posted

Document name which may be
viewed at the SEDAR website at
www.sedarplus.ca

NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico

December 14, 2022 (Effective date: November 5, 2022)

January 26, 2023

Technical Report (NI 43-101) - English

Qualification Certificate(s) and Consent(s)

NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico

December 14, 2022 (Effective date: November 9, 2022)

January 26, 2023

Technical Report (NI 43-101) - English

Qualification Certificate(s) and Consent(s)

NI 43-101 Technical Report on the Feasibility Study of the Terronera Project, Jalisco State, Mexico - Amended

Dated May 15, 2023 (Effective date:  September 9, 2021)

May 31, 2023

Technical Report (NI 43-101) - English Qualification Certificate(s) and Consent(s)

Mineral Resource Estimate for the Pitarrilla Ag-Pb-Zn Project, Durango State, Mexico (Amended)

Report Date: March 15, 2023

(Effective Date: October 6, 2022)

March 29, 2023

Technical Report (NI 43-101) - English Qualification Certificate(s) and Consent(s)

References to "the Company" or "Endeavour" are to Endeavour Silver Corp. and, where applicable and as the context requires, include its subsidiaries.

1.2 Date of Information

All information in this AIF is as of December 31, 2023 unless otherwise indicated.


1.3 Forward-Looking Statements

This AIF contains "forward-looking statements" within the meaning of the U.S. Securities Litigation Reform Act of 1995, as amended and "forward-looking information" within the meaning of applicable Canadian securities legislation. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, forecasts, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking statements. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on expectations of future performance, including silver and gold production and planned work programs.

Statements concerning reserves and mineral resource estimates may also be deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed and, in the case of mineral reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited.

Forward-looking statements are made based upon certain assumptions and other important factors that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. The Company has made assumptions based on many of these factors which include, without limitation, present and future business strategies, the environment in which the Company will operate in the future, including the price of silver and gold, anticipated cost and the ability to achieve goals.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation, the following and those disclosed in this AIF under "Description of the Business - Risk Factors":

  • risks related to the Company’s debt facility;
  • risks related to increased interest rates;
  • risks related to precious and base metal price fluctuations;
  • risks related to fluctuations in the price of consumed commodities;
  • risks related to fluctuations in the currency markets (particularly the Mexican peso, Chilean peso, Canadian dollar and United States dollar);
  • risks related to increased competition that could adversely affect the Company’s ability to attract necessary capital funding or acquire suitable producing properties for mineral exploration in the future;
  • risks related to the inherently dangerous activity of mining, including conditions or events beyond the Company’s control, and operating or technical difficulties in mineral exploration, development and mining activities;
  • risks related to inadequate insurance or inability to obtain adequate insurance;
  • uncertainty as to actual capital costs, operating costs, production and economic returns, and uncertainty that the Company’s development activities will result in profitable mining operations;
  • risks related to the adequacy or availability of infrastructure to support current or future mining developments;
  • uncertainty in the Company’s ability to fund the development of its mineral properties or the completion of further exploration programs;
  • risks related to the Company’s reserves and mineral resource figures being estimates based on interpretations and assumptions which may result in less mineral production under actual conditions than is currently estimated and to diminishing quantities or grades of mineral reserves as properties are mined;
  • uncertainty as to the market price of silver or gold;
  • risks related to volatility of global financial markets and the Company’s share price;

  • uncertainty in the Company’s ability to obtain adequate financing for planned mine development and further exploration programs;
  • uncertainty in the Company’s ability to replenish current reserves and resources;
  • risks related to the Company’s ability to acquire new projects and to successfully integrate the acquisitions;
  • risks related to the Company operating in foreign jurisdictions, including political, economic, and regulatory instability;
  • risks related to changes in governmental regulations, including environmental, tax and labour laws and obtaining necessary licenses and permits;
  • risks related to the impact of COVID-19 or future pandemics on our operations;
  • risks related to the Ukraine-Russia and Israel-Palestine conflicts;
  • risks related to mine closure and reclamation;
  • risks related to climate change;
  • risks related to health and safety hazards;
  • risks related to defects in title to the Company’s assets;
  • risks related to the Company’s mineral properties being subject to indigenous peoples’ claims
  • risks related to recruiting and retaining qualified personnel;
  • risks related to community relations;
  • risks related to the Company’s officers and directors becoming associated with other natural resource companies which may give rise to conflicts of interests; risks related to our reliance on third parties;
  • risks related to dilution;
  • risks related to differences in U.S. and Canadian reporting of mineral reserves and resources;
  • risks related to financial reporting standards
  • risks related to potential weaknesses in internal control over financial reporting;
  • risks related to our status as a “foreign private issuer” under U.S. federal securities laws;
  • risks related to our dividend policy
  • risks related to legal proceedings;
  • risks related to anti-corruption and anti-bribery laws;
  • risks related to compliance with Canada’s Extractive Sector Transparency Act and the United State’s Disclosure of Payments by Resource Extraction Issuers
  • risks related to our information systems and cyber security; and
  • risks relating to financial instruments.

This list is not exhaustive of the factors that may affect the Company's forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements. The Company's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this AIF. The Company will update forward-looking statements and information if and when, and to the extent, required by applicable securities laws. Readers should not place undue reliance on forward-looking statements. The forward-looking statements and information contained herein are expressly qualified by this cautionary statement.


1.4  Conversion Table

All data and information are presented in metric units. In this AIF, the following conversion factors were used:

2.47 acres

=

1 hectare

1%

=

10,000 ppm

3.28 feet

=

1 metre

0.4047 hectares

=

1 acre

0.62 miles

=

1 kilometre

0.3048 metres

=

1 foot

0.032 ounces (troy)

=

1 gram

1.609 kilometres

=

1 mile

1.102 tons (short)

=

1 tonne

31.103 grams

=

1 ounce (troy)

0.029 ounces/ton

=

1 gram/tonne

0.907 tonnes

=

1 ton

1 ppm

=

1 gram/tonne

34.286 grams/tonne

=

1 ounce/ton

1 ounce/ton

=

34.286 ppm

 

 

 

1.5  Technical Abbreviations

Ag

silver

 

m

metres

Ag Eq.

silver equivalent

 

NI 43-101

National Instrument 43-101 Standards of Disclosure for Mineral Projects

Au

gold

 

NSR

net smelter returns

Au Eq.

gold equivalent

 

opt

ounces per ton

aver.

average

 

oz

ounce(s)

cm

centimetres

 

Pb

lead

g

grams

 

RC

reverse circulation

gpt or g/t

grams per tonne

 

t

tonne

ha

hectares

 

tpd

tonnes per day

km

kilometres

 

tr

trench

lb

pound

 

Zn

zinc

1.6 Currency and Exchange Rates

All dollar amounts in this AIF are expressed in U.S. dollars ("$") unless otherwise indicated. References to "Cdn.$" are to Canadian dollars.

The high, low, average and closing rates for the United States dollar in terms of Canadian dollars for each of the financial periods of the Company ended December 31, 2023, December 31, 2022, and December 31, 2021, as quoted by the Bank of Canada, were as follows:

 

 

Year ended
December 31, 2023

 

Year ended
December 31, 2022

 

Year ended
December 31, 2021

 

 

 

 

 

 

 

High

 

1.3875

 

1.3856

 

1.2942

Low

 

1.3128

 

1.2451

 

1.2040

Average

 

1.3497

 

1.3011

 

1.2535

Closing

 

1.3226

 

1.3544

 

1.2678

On December 29, 2023, the closing exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was U.S.$1.00 = Cdn.$1.3226 (Cdn.$1.00 = U.S.$0.7561). On March 8, 2024, the daily average exchange rate for the United States dollar in terms of Canadian dollars, as quoted by the Bank of Canada, was U.S.$1.00 = Cdn.$1.3471(Cdn.$1.00 = U.S.$0.7423).


1.7 Classification of Mineral Reserves and Resources

In this AIF, the definitions of proven and probable mineral reserves, and measured, indicated and inferred mineral resources are those used by the Canadian provincial securities regulatory authorities and conform to the definitions utilized by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended.

1.8 Cautionary Note to U.S. Investors concerning Estimates of Mineral Reserves and Measured, Indicated and Inferred Mineral Resources

This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. As a result, the Company reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the United States Securities and Exchange Commission (“SEC”) that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K (“S K 1300”) under the Exchange Act. As an issuer that prepares and files its reports with the SEC pursuant to the MJDS, the Company is not subject to the requirements of S K 1300. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under or differ from those prepared in accordance with S K 1300. Accordingly, information included or incorporated by reference in this AIF concerning descriptions of mineralization and estimates of mineral reserves and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S K 1300.


ITEM 2:              CORPORATE STRUCTURE

2.1 Name, Address and Incorporation

The Company was incorporated under the laws of the Province of British Columbia on March 11, 1981, under the name, "Levelland Energy & Resources Ltd". Effective August 27, 2002, the Company changed its name to "Endeavour Gold Corp.", consolidated its share capital on the basis of four old common shares for one new common share and increased its share capital to 100,000,000 common shares without par value. On September 13, 2004, the Company changed its name to "Endeavour Silver Corp.", transitioned from the Company Act (British Columbia) to the Business Corporations Act (British Columbia) and increased its authorized share capital to unlimited common shares without par value.

The Company's principal business office is located at:

Suite 1130 - 609 Granville Street

Vancouver, British Columbia

Canada, V7Y 1G5

and its registered and records office is located at:

19th Floor, 885 West Georgia Street

Vancouver, British Columbia

Canada, V6C 3H4

2.2 Subsidiaries

The Company conducts its business primarily in Mexico through subsidiary companies. The following table lists the Company's material direct and indirect subsidiaries, their jurisdiction of incorporation, and percentage owned by the Company directly, indirectly or beneficially.

Name of Company

 

Incorporated

 

Percentage
owned directly
or indirectly

 

 

 

 

 

Endeavour Gold Corporation S.A. de C.V.

 

Mexico

 

100%

EDR Silver de Mexico S.A. de C.V. SOFOM

 

Mexico

 

100%

Minera Plata Adelante, S.A. de C.V.

 

Mexico

 

100%

Minera Santa Cruz y Garibaldi S.A. de C.V.   Mexico   100%

Refinadora Plata Guanaceví, S.A. de C.V.

 

Mexico

 

100%

Mina Bolañitos S.A de C.V.

 

Mexico

 

100%

Minas Lupycal S.A. de C.V.

 

Mexico

 

100%

Terronera Precious Metals S.A. de C.V.

 

Mexico

 

100%

Minera Pitarrilla S.A. de C.V.

 

Mexico

 

100%

Minera Plata Carina S.P.A.

 

Chile

 

100%

Endeavour USA Holdings

 

USA

 

100%

Endeavour USA Corp.

 

USA

 

100%

Oro Silver Resources Ltd.

 

British Columbia, Canada

 

100%

MXRT Holdings Ltd.

 

British Columbia, Canada

 

100%

Endeavour Management Corp.   British Columbia, Canada   100%


ITEM 3:              GENERAL DEVELOPMENT OF THE BUSINESS

The Company is a Canadian mineral company engaged in the evaluation, acquisition, exploration, development and exploitation of precious metal properties in Mexico, Chile and the USA. The Company has two producing silver‑gold mines in Mexico: the Guanaceví Mine in Durango acquired in 2004 and the Bolañitos Mine in Guanajuato acquired in 2007. In addition to operating these two mines, the Company is advancing one development and two exploration projects in Mexico: the Terronera property in Jalisco state acquired in 2010 that is now in the development stage, the prospective Pitarrilla property in Durango State acquired in 2022 and the Parral properties in Chihuahua acquired in 2016.

The Company has several early stage exploration projects in Chile that have accumulated since 2012.

In 2021, the Company acquired the Bruner Property, located in Nye County, Nevada, USA which is an exploration project that includes mineral claims, mining rights, property assets, water rights, and government authorizations and permits.

3.1 Three Year History

Financial Year ended December 31, 2023

In April 2023, the Company made a formal decision to proceed with the construction of an underground mine and mill at the Terronera Project. The Board approved the construction based on an operating scenario, consisting of a process plant with 2,000 tonne per day capacity and an initial capital expenditure cost of $230 million. A comprehensive review of the remaining cost-to-complete has since been completed in January 2024 with forecasted initial capital costs now estimated to be $271 million.  (See “Mineral Projects – Recent Developments – Terronera Project, Jalisco State, Mexico” for further details.)

On June 16, 2023, the Company filed a short form base shelf prospectus (the “Base Shelf”) to qualify the distribution of various securities, including common shares. The distribution of such securities of the Company may be effected from time to time in one or more transactions at a fixed price or prices, which may vary with market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement, including transactions that are deemed to be at-the-market (“ATM”) distributions.

On June 27, 2023, the Company entered into an ATM equity facility (the “June 2023 ATM Facility”) with BMO Capital Markets Corp. (the lead agent), CIBC World Markets Inc., TD Securities (USA) LLC, H.C. Wainwright & Co., LLC, B. Riley Securities, Inc., Raymond James (USA) Ltd. and National Bank of Canada Financial, Inc. Under the terms of the June 2023 ATM Facility, the Company could, from time to time, sell common stock having an aggregate offering value of up to $60 million on the New York Stock Exchange. The Company determined, at its sole discretion, the timing and number of shares to be sold under the June 2023 ATM Facility.

From June 27, 2023 to November 30, 2023, the Company issued 23,428,572 common shares under the June 2023 ATM Facility at an average price of $2.47 per share for gross proceeds of $57.9 million, less commission of $1.1 million and recognized $0.2 million of other transaction costs. The June 2023 ATM Facility was completed in November 2023.

On August 30, 2023, the Company through its wholly owned subsidiary, Minera Plata Adelante, S.A. de C.V., completed the sale of its interest in the 1% Cozamin royalty (the “Cozamin Royalty”) to Gold Royalty Corp. for total consideration of $7.5 million in cash. The Cozamin Royalty applies to two concessions (Calicanto and Vicochea) on Capstone Copper’s Cozamin copper-silver mine. The Company obtained the Cozamin Royalty through a concession division agreement signed in 2017 on seven wholly-owned concessions which were acquired for $0.5 million. The sale agreement includes an option granted to Gold Royalty Corp. to purchase any additional royalties which may be granted on the five remaining concessions under the 2017 concession division agreement.


On October 6, 2023, the Company, through its wholly-owned subsidiary Terronera Precious Metals, S.A. de C.V., entered into a credit agreement with Société Generale and ING Capital LLC (together with ING Bank N.V.) for a senior secured debt facility for up to $120 million (the “Debt Facility”). Proceeds from the Debt Facility will be used towards construction of the underground mine and mill at the Company’s Terronera Project in Jalisco state, Mexico. A summary of the key terms of the Debt Facility are as follows:

  • Facility Amount: Up to $120 million principal amount on senior secured debt.
  • Term: 8.5 years, including a 2-year grace period during the construction phase.
  • Interest rate: US Secured Overnight Financing Rate ("SOFR") + 4.50% per annum prior to completion and SOFR + 3.75% per annum from completion of the Terronera project until the fifth anniversary of the loan, and SOFR + 4.25% from the fifth anniversary onwards.
  • Repayment and Maturity: Principal payments are payable in quarterly installments commencing in the fourth quarter of 2025. Cash sweep will be applied to 35% of excess cash flow after debt service from completion onwards until $35 million of loan principal has been prepaid.
  • Gold Hedge: Prior to initial drawdown, Terronera is to enter into a hedging program for 68,000 ounces of gold over the initial two operating years prior to initial drawdown.
  • Foreign Exchange Hedge: Prior to initial drawdown, Terronera is required to enter into a hedging program for managing exposure to the Mexico Peso during construction. The program requires approximately 75% of the remaining capital expenditure incurred in Mexican Pesos to be hedged. Prior to initial production, a hedging program is required for managing exposure to the Mexican Peso during operations. Under this program 50% of the projected operating costs incurred in Mexican Pesos are hedged prior to completion. Thereafter, the foreign exchange protection program for operations will rise to 70% of the projected operating costs incurred in Mexican Pesos.
  • Project Cost Overrun Funding: Cost overrun funding is required in the form of cash, letter of credit issued by a Canadian financial institution or a combination of both for up to $48 million.
  • Financial Covenants: The Debt Facility is subject to certain customary conditions precedent and debt servicing covenants. The Debt Facility is secured through corporate guarantees from Endeavour and certain Endeavour subsidiaries and a first ranking security interest over the Terronera project.

As at December 31, 2023, the Company had not drawn on the Debt Facility.

On December 18, 2023, the Company entered into an ATM equity facility (the "December 2023 ATM Facility") with BMO Capital Markets Corp. (the lead agent), TD Securities (USA) LLC, CIBC World Markets Inc., Raymond James (USA) Inc., B. Riley Securities Inc., H.C. Wainwright & Co. LLC, A.G.P./Alliance Global Partners and Stifel Nicolaus Canada Inc. (together, the "Agents"). Under the terms of the December 2023 ATM Facility, the Company can, from time to time, sell common stock having an aggregate offering value of up to $60 million on the New York Stock Exchange. The Company determines, at its sole discretion, the timing and number of shares to be sold under the December 2023 ATM Facility.

From December 18, 2023 to December 31, 2023, the Company has issued 2,311,621 common shares under the December 2023 ATM Facility at an average price of $2.05 per share for gross proceeds of $4.8 million, less commission of $1.1 million and recognized $0.2 million of other transaction costs.

Subsequent to December 31, 2023, the Company issued an additional 15,861,552 common shares under the December 2023 ATM Facility at an average price of $1.51 per share for gross proceeds of $23,906,420, less commission of $478,128.

Financial Year ended December 31, 2022

On January 12, 2022, the Company entered into a definitive agreement to purchase the Pitarrilla project in Durango State, Mexico from SSR Mining Inc. ("SSR") for total consideration of $70 million, consisting of $35 million in common shares and a further $35 million in cash or in common shares at the election of SSR and agreed to by the Company, and a grant of a 1.25% net smelter returns ("NSR") royalty.


Pitarrilla is a large undeveloped silver, lead, and zinc project located 160 kilometres north of Durango City, in northern Mexico. The Pitarrilla property consists of 4,950 hectares across five concessions and has significant infrastructure in place with direct access to utilities.

The acquisition was completed on July 6, 2022. Total consideration included 8,577,380 shares of the Company issued on July 6, 2022 based on a deemed price of $4.07 per share and a $35.1 million cash payment. Fair value of the 8,577,380 common shares issued on July 6, 2022 was $25.6 million at Cdn$3.89 per share.

On March 22, 2022, the Company completed a prospectus equity financing with the offering co-led by BMO Capital Markets and PI Financial Corp., together with a syndicate of underwriters consisting of CIBC World Markets Inc., B. Riley Securities Inc., and H.C. Wainwright & Co., LLC. The Company issued a total of 9,293,150 common shares at a price of $4.95 per share for aggregate proceeds of $46 million, less commission of $2.5 million and $0.3 million in transaction related costs.

On September 9, 2022, the Company entered into an agreement to sell a 100% interest in Minera Oro Silver de Mexico, S.A. de C.V. ("MOS"), a wholly-owned subsidiary of Endeavour to Grupo ROSGO, S.A. de C.V., ("Grupo ROSGO"). MOS held the El Compas property and the lease on the La Plata processing plant in Zacatecas, Mexico.

Pursuant to the agreement, Grupo ROSGO will pay Endeavour $5 million cash over five years with an initial payment of $250,000 on signing of the definitive agreement. Instalment payments of $500,000 will be made every six months other than the third payment, which will be $750,000. The payments are secured by a pledge of the shares of MOS.

During 2022, the Company continued progress on development activities at the Terronera Project including onsite delivery of mobile mining equipment, procurement of major equipment, and assembly of initial project infrastructure such as the temporary mine maintenance shop and a permanent camp facility. Earthworks included site clearing, road upgrades and underground mine access development. The Company intends to make a formal construction decision subject to completion of a financing package and receipt of additional amended permits in 2023.

Financial Year ended December 31, 2021

On March 17, 2021, the Company signed a definitive agreement to sell the El Cubo Mine in Guanajuato, Mexico to Guanajuato Silver Company Ltd. (formerly VanGold Mining Corp.) ("GSilver") for $15 million in cash and share payments plus up to $3 million in future contingent payments (the "El Cubo Transaction"). On April 9, 2021, the purchase was completed for the following gross consideration:

  • $7.5 million cash on closing.
  • $9.8 million (Cdn.$12,372,014) in GSilver common shares ("GSilver Shares") on closing, priced at $0.4617 (Cdn.$0.58) per GSilver Share for a total of 21,331,058 GSilver Shares representing approximately 10.9% of the issued and outstanding GSilver Shares. The total fair value of the shares at the time of the definitive agreement was $5 million (Cdn.$6,399,317.40), priced at $0.2344 (Cdn.$0.30).
  • $2.5 million promissory note due 12 months from closing, which note has since been discharged following GSilver's payment of the amount due.

GSilver has also agreed to pay the Company up to an additional $3 million in contingent payments based on the following:

  • $1 million upon GSilver producing 3,000,000 Ag Eq. oz from the El Cubo mill, derived from either the El Cubo or El Pinguico project, $500,000 of which may, in GSilver's discretion, be paid in GSilver Shares.
  • $1 million if the price of gold closes at or above $2,000 per oz for 20 consecutive trading days within two years after the closing date of the El Cubo Transaction.
  • A further $1 million if the price of gold closes at or above $2,200 per oz for 20 consecutive trading days within three years after the closing date of the El Cubo Transaction.

In mid-August 2021, the Company suspended mining and milling operations at El Compas. Mining assets and key talent were transferred within the Company to Bolañitos and Terronera.

On August 31, 2021, the Company acquired the Bruner Property, located in Nye County, Nevada, from Canamex Gold Corp. ("Canamex"). The Company paid $10 million in cash for 100% of the Bruner Gold Project which includes mineral claims, mining rights, property assets, water rights, and government authorizations and permits.

The Bruner Gold Project is an exploration and development stage project located approximately 180 km southeast of Reno, Nevada. Gold was originally discovered in the district in 1906 and saw intermittent historic mining between 1906 and 1998. Recent exploration activities by previous operators included mapping, drilling, geophysical surveys and sampling culminating in a mineral resource estimate in 2015 and a preliminary economic assessment in 2017 outlining a low capital cost, open pit, heap leach operation.

A historic resource estimate of 342,000 oz of gold contained in 17.5 million tonnes grading 0.61 gpt Au in three zones, Paymaster, HRA and Penelas, was prepared for Canamex in a technical report dated January 22, 2018 titled "NI 43-101 Technical Report on the Bruner Gold Project, Updated Preliminary Economic Assessment, Nye County, Nevada, USA" by Welsh Hagen Associates. A "qualified person" (as defined in NI 43-101) has not done sufficient work for the Company to classify the historical estimate as a current mineral resource or mineral reserve. The Company is not treating the historical estimate as a current mineral resource or mineral reserve, has not verified the historical resource estimate and is not relying on it.

On September 9, 2021, the Company announced positive results from a feasibility study (the "2021 Feasibility Study") on its 100% owned Terronera Project in Jalisco state, Mexico. Details of the 2021 Feasibility Study, including updated mineral resource and mineral reserve estimates, are provided in the technical report titled "NI 43-101 Technical Report on the Feasibility Study of the Terronera Project, Jalisco State, Mexico" dated October 21, 2021 with an effective date of September 9, 2021 (the "2021 Terronera Technical Report"). The 2021 Terronera Technical Report was prepared by Wood Canada Limited together with the Company.

The 2021 Feasibility Study supports a high grade, silver-gold underground mining operation at Terronera producing an average of 3.3 million payable oz Ag and 32.8 thousand payable oz Au per year over a 12-year mine life. The Company commenced initial earthworks with the intention of making a formal construction decision, subject to completion of a financing package and receipt of additional amended permits.

3.2 Significant Acquisitions

No significant acquisitions for which disclosure is required under Part 8 of National Instrument 51-102 were completed by the Company during its most recently completed financial year.

ITEM 4:              DESCRIPTION OF THE BUSINESS

4.1 General Description

Business of the Company

The Company's principal business activities are the evaluation, acquisition, exploration, development and exploitation of mineral properties. The Company produces silver and gold from its underground mines at Guanaceví and Bolañitos, and is advancing the Terronera development project in Mexico. The Company also has interests in and is advancing certain exploration properties in Mexico, the USA and Chile.


Since 2002, the Company's business strategy has been to focus on acquiring advanced-stage silver mining properties in Mexico. Mexico, despite its long and prolific history of metal production, appears to be relatively under-explored using modern exploration techniques and offers promising geological potential for precious metals exploration and production.

The Company's Guanaceví and Bolañitos mines acquired in 2004 and 2007, respectively, demonstrate its business model of acquiring fully built and permitted silver mines that were about to close for lack of ore. By bringing the money and expertise needed to find new silver ore-bodies, Endeavour successfully re-opened and expanded these mines to develop their full potential. The benefit of acquiring fully built and permitted mining and milling infrastructure is that, if new exploration efforts are successful, the mine development cycle from discovery to production only takes a matter of months instead of the several years normally required in the traditional mining business model. In 2012, the Company acquired the El Cubo silver-gold mine which operated until November 2019 and subsequently sold in April 2021. In 2016, the Company acquired the El Compas gold-silver mine which was subsequently sold in September 2022.

In addition to operating the Guanaceví and Bolañitos mines, the Company is continuing to advance its Terronera development project after making a construction decision in April 2023 with production anticipated in the fourth quarter of 2024. The Company is also exploring a number of other properties in both Mexico, the USA and Chile towards achieving its goal to become a premier senior producer in the silver mining sector.

Production

The Guanaceví and Bolañitos mines produce silver and gold which are sold as bullion or in the form of metal concentrates. The Guanaceví mine produces silver doré delivered to the Penoles Torreon refinery, in Chihuahua state. After the doré is refined to bullion, the silver and gold bullion is sold by an agent through commodity exchanges. In 2023, the Guanaceví mine accounted for 92% of silver revenue (2022: 92%), 40% of gold revenue (2022: 39%) and 74% of total consolidated revenue (2022: 74%).

The Bolañitos mine produces a concentrate that contains high grade gold and silver. The concentrate is shipped to Manzanillo and sold to various metal traders for blending with other metal concentrate and shipped globally for smelting and refining. The high-grade precious metal contents of the Bolañitos concentrate are highly conducive for concentrate blending and therefore highly marketable. Annually, the mine renews sales contracts through a competitive bid process. During 2023, Bolañitos annual sales to three customers accounted for 100% of concentrate sales (2022: three customers).

In 2023, the Bolañitos mine accounted for 8% of silver revenue (2022: 8%), 60% of gold revenue (2022: 61%) and 26% of total consolidated revenue (2022: 26%).

On a consolidated basis, silver attributed 64% of total revenue (2022: 66%) and gold attributed 36% (2022:34%) of total revenue.

The market prices of gold and silver are key drivers of the Company's profitability. The prices of gold and silver can fluctuate widely and are affected by a number of macroeconomic factors, including global or regional consumption patterns, the supply of and demand for gold and silver, interest rates, exchange rates, inflation or deflation, global geo-political uncertainty, global economic conditions resulting from the COVID-19 pandemic, and the political and economic conditions of major gold and silver producing and gold and silver consuming countries throughout the world. Importantly, the price of gold and silver can be impacted by their role as safe havens during periods of market turmoil and as defense against the perceived inflationary impacts and currency depreciation caused by the responses of governments and central banking authorities to economic threats.

During 2023, the average price of silver was $23.35 per ounce, with silver trading between $20.09 and $26.03 per ounce based on the London Fix silver price. This compares to an average of $21.73 per ounce during 2022, with a low of $17.77 and a high of $26.18 per ounce.


During 2023, the average price of gold was $1,941 per ounce, with gold trading between $1,811 and $2,078 per ounce based on the London Fix PM gold price. This compares to an average of $1,800 per ounce during 2022, with a low of $1,628 and a high of $2,039 per ounce.

Specialized Skill and Knowledge

Most aspects of the Company's business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, exploration, development, technology, financing and accounting. The Company has executive officers and employees with extensive experience in geology, exploration and mine development in Mexico and other parts of North and South America. As well, the Company's executive officers, directors and employees have significant experience in mining, processing technologies, international finance, mergers and acquisitions and accounting. They provide a strong foundation of advanced skills and knowledge and specialized mineral exploration experience, complemented by their demonstrated ability to succeed in the management and administration of a mining company.

Competitive Conditions

The Company competes with other mining companies and smaller natural resource companies in the acquisition, exploration, development and financing of new properties and projects in Mexico. Many of these companies are more experienced, larger and have greater financial resources for, among other things, financing and the recruitment and retention of qualified personnel. See "Risk Factors - Competitive Conditions".

Environmental Protection

The Company's environmental permits require that it reclaim certain lands it disturbs during mining operations and exploration and development activities. Significant reclamation and closure activities include land rehabilitation, decommissioning of buildings and mine facilities, ongoing care and maintenance and other costs. Although the ultimate amount of the reclamation and rehabilitation costs to be incurred cannot be predicted with certainty, the total undiscounted, uninflated amount of probability weighted estimated cash flows required to settle the Company's estimated obligations is $5.3 million for the Guanaceví mine operations, $4.0 million for the Bolañitos mine operations, $2.5 million for the Terronera Project and $0.1 million for the Pitarrilla project.

Employees

As at December 31, 2023, the Company had approximately 20 employees based in its Vancouver corporate office and employed through its Mexican subsidiaries over 1,330 full and part-time employees. Consultants and contractors are also retained from time to time to assist with or conduct specific corporate activities, development and exploration programs.

Foreign Operations

As the Company's producing mines, development project and mineral exploration interests are principally located in Mexico, the Company's business is dependent on foreign operations. As a developing economy, operating in Mexico has certain risks. See "Risk Factors - Foreign Operations".

Intangibles, Cycles and Changes to Contracts

The Company's business is not materially affected by intangibles such as licences, patents and trademarks, nor is it significantly affected by seasonal changes. Other than as disclosed in this AIF, the Company is not aware of any aspect of its business which may be affected in the current financial year by renegotiation or termination of contracts.


Community, Environmental and Corporate Safety Policies

Endeavour is focused on the development of sustainability programs for all stakeholders and understands that such programs contribute to the long-term benefit of the Company and society at large. Sustainability programs implemented by the Company range from improving the Company's safety policies and practices; supporting health programs for the Company's employees and the local communities; enhancing environmental stewardship and reclamation; sponsoring educational scholarships and job skills training programs; sponsoring community cultural events and infrastructure improvements; and supporting charitable causes.

The Company's Sustainability Committee oversees the Company's compliance with the Sustainability Policy. The Sustainability Policy sets out the Company's sustainability strategy which centres on three pillars: people, planet and business. Under the "people" pillar, Endeavour is committed to, amongst other things, protecting the health and safety of our workforce and host communities, providing a work environment free of discrimination, promoting respect for human rights, promoting the development of communities in the jurisdictions in which the Company operates, and working to identify hazards in order to minimize or eliminate socio-environmental risks associated with work tasks. Under the "planet" pillar, Endeavour is committed to promoting efficient use of natural resources, identifying and evaluating environmental impacts produced in all stages of the Company's operations, promoting use of clean technologies, and considering environmental factors (including climate-related risks) in operational decisions and new projects. Under the "business" pillar, Endeavour is committed to conducting business in an ethical way, prioritizing local recruitment, promoting diversity based on principles of merit and qualifications and maintaining a risk management system that supports monitoring or traditional and emerging risks. In furtherance of the Company's commitments under its Sustainability Policy, the Company publishes a sustainability report annually and, in March 2023, published its inaugural Task Force on Climate-Related Financial Disclosures ("TFCD") report entitled "Our Climate Journey". The full report can be read on the Company's website at https://edrsilver.com/sustainability/reports-resources/2021/.

The Sustainability Committee also oversees the Company's compliance with its Human Rights Policy, which sets out the Company's commitment to respecting human rights related to working conditions and equal opportunity, engaging with indigenous peoples to respect cultural traditions, protecting against discrimination towards any individual based on religion, ethnicity, gender or other protected characteristics.

4.2 Risk Factors

Investment in securities of the Company should be considered a speculative investment due to the high-risk nature of the Company's business and the present stage of the Company's development. The following risk factors, as well as risks currently unknown to the Company, could materially adversely affect the future business, operations and financial condition of the Company and could cause them to differ materially from the Company's current business, property or financial results, each of which could cause investors to lose part or all of their investment in the Company's securities.

The following factors are those which are the most applicable to the Company. The discussion which follows is not inclusive of all potential risks. Risk management is an ongoing exercise upon which the Company spends a substantial amount of time. While it is not possible to eliminate all of the risks inherent to the mining business, the Company strives to manage these risks, to the greatest extent possible, to ensure that its assets are protected.

Debt Facility

The terms of the Debt Facility require the Company to satisfy various affirmative and negative covenants and financial ratios. These covenants and ratios limit, among other things, the Company's ability to incur further indebtedness, create certain liens on assets, engage in certain types of transactions, or pay dividends. The Company can provide no assurances that in the future, it will not be limited in its ability to respond to changes in its business or competitive activities or be restricted in its ability to engage in mergers, acquisitions, or dispositions or acquisitions of assets. A failure to comply with these covenants and ratios would likely result in an event of default under the Debt Facility and would allow the lenders to prohibit drawdowns which could materially and adversely affect the Terronera Project, the Company's operations and financial condition, as well as the market price of the Company's securities.


Interest Rate Risk

Increases to benchmark interest rates may have an impact on the Company's cost of borrowing under the Debt Facility and any debt financing that the Company may negotiate, resulting in reduced amounts available to fund the Company's exploration, development and production activities and could negatively impact the market price of its common shares and/or the price of gold or silver, which could have a material adverse effect on the Company's operations and financial condition.

Precious and Base Metal Price Fluctuations

The Company's revenue is primarily dependent on the sale of silver and gold and movements in the spot price of silver or gold may have a direct and immediate impact on the Company's income and the value of related financial instruments. The Company's sales are directly dependent on commodity prices. Metal prices have historically fluctuated widely and are affected by numerous factors beyond the Company's control including international economic and political trends, expectations for inflation, currency exchange rate fluctuations, interest rates, global and regional supply and demand, consumption patterns, speculative market activities, worldwide production and inventory levels, and sales programs by central banks. The exact effect of these factors on metal prices cannot be accurately predicted. Declining market prices for these metals could materially adversely affect the Company's operations and profitability and could affect the Company's ability to finance the exploration and development of any of the Company's other mineral properties.

Fluctuations in the Price of Consumed Commodities

Prices and availability of commodities consumed or used in connection with exploration, development and mining, such as natural gas, diesel, oil, electricity, cyanide and other re-agents, fluctuate and affect the Company's operations and financial condition. These fluctuations can be unpredictable, can occur over short periods of time and may have a materially adverse impact on the Company's operating costs or the timing and costs of various projects. The Company's general policy is not to hedge its exposure to changes in prices of the commodities that its uses in its operations.

Foreign Exchange Rate Fluctuations

Operations in Mexico, Chile, USA and Canada are subject to foreign currency exchange fluctuations. The Company raises its funds through equity issuances which are priced in Canadian or United States dollars, and the majority of the mining, development and exploration costs of the Company are denominated in United States dollars, Mexican pesos and Chilean pesos. The Debt Facility drawdowns are denominated in United States dollars. The Company may suffer losses due to adverse foreign currency fluctuations.

Competitive Conditions

Significant competition exists for natural resource acquisition opportunities. As a result of this competition, some of which is with large, well established mining companies with substantial capabilities and significant financial and technical resources, the Company may be unable to either compete for or acquire rights to exploit additional attractive mining properties on terms it considers acceptable. Accordingly, there can be no assurance that the Company will be able to acquire any interest in additional projects that would yield resources, reserves or results for commercial mining operations and failure to do so could have a material adverse effect on the Company's business, financial condition or results of operations.

Operating Hazards and Risks

Mining operations generally involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These risks include, but are not limited to, the following: environmental hazards and catastrophes, industrial accidents and explosions, third party accidents, unusual or unexpected geological structures or formations, failure of engineered structures, inaccurate mineral modelling, metallurgical and other processing problems, remote locations and inadequate infrastructure, equipment failure, changes in the costs of consumables, power outages, fires, labour shortages and disruptions (including due to public health issues or strikes), floods, cave-ins, land-slides, acts of God, periodic interruptions due to inclement or hazardous weather conditions, earthquakes, war, rebellion, organized crime, revolution, delays in transportation, inaccessibility to property, restrictions of courts and/or government authorities, other restrictive matters beyond the reasonable control of the Company, and the inability to obtain suitable or adequate machinery, equipment or labour and other risks involved in the operation of mines.


Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of precious and base metals, any of which could result in work stoppages, delayed production and resultant losses, increased production costs, asset write downs, monetary losses, damage to or destruction of mines and other producing facilities, damage to life and property, environmental damage and possible legal liability for any or all damages. The Company may become subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. Any compensation for such liabilities may have a material, adverse effect on the Company's financial position.

The Company's property, business interruption and liability insurance may not provide sufficient coverage for losses related to these or other hazards. Insurance against certain risks, including certain liabilities for environmental pollution, may not be available to the Company or to other companies within the industry at reasonable terms or at all. In addition, the Company's insurance coverage may not continue to be available at economically feasible premiums, or at all. Any such event could have a material adverse effect on the Company's business.

Mining Operations

The capital costs required by the Company's projects may be significantly higher than anticipated. Capital and operating costs, production and economic returns, and other estimates contained in the Company's current technical reports, may differ significantly from those provided for in future studies and estimates and from management guidance, and there can be no assurance that the Company's actual capital and operating costs will not be higher than currently anticipated. In addition, delays to construction and exploration schedules may negatively impact the net present value and internal rates of return of the Company's mineral properties as set forth in the applicable technical report. Similarly, there can be no assurance that historical rates of production, grades of ore processed, rates of recoveries or mining cash costs will not experience fluctuations or differ significantly from current levels over the course of the mining operations conducted by the Company. Failure to achieve production or cost estimates, or increases in costs, could have a material adverse effect on the Company's future cash flows, earnings, results of operations and financial condition. There can be no assurance that the Company will be able to continue to extend the production from its current operations through exploration and drilling programs.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration, exploitation or development of the Company's projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation or development of the Company's projects will be commenced or completed on a timely basis, if at all or that the resulting operations will achieve the anticipated production volume, or that the construction costs and ongoing operating costs associated with the exploitation and/or development of the Company's advanced projects will not be higher than anticipated. In addition, unusual or infrequent weather phenomena, sabotage, vandalism, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company's operations and profitability.

While the Company believes that it has adequate infrastructure to support current operations, future developments could limit the availability of certain aspects of the infrastructure. The Company could be adversely affected by the need for new infrastructure. There can be no guarantee that the Company will be successful in maintaining adequate infrastructure for its operations which could adversely affect the Company's business, operations and profitability.


Future increases in metal prices may lead to renewed increases in demand for exploration, development and construction services and equipment used in mineral exploration and development activities. Such increases could result in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability and may cause delays due to the need to coordinate the availability of services or equipment, any of which could materially decrease project exploration and development and/or increase production costs and limit profits.

Exploration and Development

There is no assurance that the Company's exploration and development programs and properties will result in the discovery, development or production of a commercially viable ore body or yield new reserves to replace or expand current reserves.

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. At this time, other than the mineral reserves on the Company's Guanaceví Mines Project, Bolañitos Mines Project and Terronera property, none of the Company's properties have any defined ore-bodies with reserves.

Substantial expenditures are required to discover an ore-body, to establish reserves, to identify the appropriate metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure. The economics of developing silver, gold and other mineral properties are affected by many factors including the accuracy of mineral resource and resource estimates, metal recoveries, capital and operating costs, variations of the tonnage and grade of ore mined, fluctuating mineral markets, the proximity and capacity of milling and smelting facilities, the availability and cost of skilled labour, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The Company is also subject to the risks associated with establishing mining operations including the potential for labour unrest, potential increases in cost structures due to changes in the cost of consumables, and construction and development costs exceeding the Company's forecasted costs. Development projects are also subject to the successful completion of economic evaluations or feasibility studies, issuance of necessary governmental permits and availability of adequate financing. Depending on the prices of silver, gold or other minerals produced, the Company may determine that it is impractical to commence or continue commercial production.

In order to commence exploitation of certain properties presently held under exploration concessions, it is necessary for the Company to apply for an exploitation concession. There can be no guarantee that such a concession will be granted. Unsuccessful exploration or development programs could have a material adverse impact on the Company's operations and profitability.


Estimation of Mineral Reserves and Resources and Precious Metal Recoveries

There is a degree of uncertainty attributable to the calculation and estimation of mineral reserves and resources and their corresponding metal grades to be mined and recovered. Until reserves or resources are actually mined and processed, the quantities of mineralization and metal grades must be considered as estimates only. Any material change in the quantity of mineral reserves, mineral resources, grades and recoveries may affect the economic viability of the Company's properties. Mineral reserves with respect to the Company's properties have been calculated on the basis of economic factors at the time of calculation. Any subsequent variations in such factors may have an impact on the amount of the Company's mineral reserves. In addition, there can be no assurance that silver and gold recoveries or other metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on‐site conditions or during production, or that the existing known and experienced recoveries will continue.

Decreases in the Market Price of Silver or Gold may render the Mining of Reserves Uneconomic

The mineral resource and reserve figures included in this AIF and the documents incorporated by reference have been estimated on the basis of economic factors at the time of estimation and no assurance can be given that the indicated level of silver and gold will be produced. Factors such as metal price fluctuations, increased production costs and reduced recovery rates may render the present proven and probable reserves unprofitable to develop at a particular site or sites for periods of time. Depending on metal prices, projected cash flow from planned mining operations may not be sufficient and the Company could be forced to discontinue operations or development at some of its properties or may be forced to sell some of its properties. Future production from the Company's mining properties is dependent on metal prices that are adequate to make these properties economic. Furthermore, mineral reserve and resource estimations and life-of-mine plans using significantly lower metal prices could result in material write‐downs of the Company's investment in mineral properties and increased amortization, reclamation and closure charges. In addition, declining metal prices may impact operations by requiring a reassessment of the feasibility of a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Economic Conditions for Mining

Global financial markets are experiencing extreme volatility as a result of the Ukraine-Russia conflict, Israel-Palestine conflict, inflation and interest rate increases. Events in global financial markets, and the volatility of global financial conditions, will continue to have an impact on the global economy. Many industries, including the mining sector, are impacted by market conditions. Some of the key impacts of financial market turmoil include devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. Financial institutions and large corporations may be forced into bankruptcy or need to be rescued by government authorities. Access to financing may also be negatively impacted by future liquidity crises throughout the world. These factors may impact the Company's ability to obtain equity or debt financing and, where available, to obtain such financing on terms favorable to the Company.

Increased levels of volatility and market turmoil could have an adverse impact on the Company's operations and planned growth and the trading price of the securities of the Company may be adversely affected.

The Company assesses the carrying values of its mineral properties on a quarterly basis.

Substantial Volatility of Share Price

The market prices for the securities of mining companies, including the Company's securities, have historically been highly volatile. The market has from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of any particular company. In addition, because of the nature of the Company's business, certain factors such as announcements and the public's reaction, the Company's operating performance and the performance of competitors and other similar companies, fluctuations in the market prices of resources, government regulations, changes in earnings estimates or recommendations by research analysts who track the Company's securities or securities of other companies in the resource sector, general market conditions, announcements relating to litigation, acquisitions or sales, equity financings by the Company, the arrival or departure of key personnel and the risk factors described in this AIF can have an adverse impact on the market price of the Company's common shares.


Any negative change in the public's perception of Endeavour's prospects could cause the price of the Company's securities, including the price of its common shares, to decrease dramatically. Furthermore, any negative change in the public's perception of the prospects of mining companies in general could depress the price of the Company's securities, including the price of its common shares, regardless of the Company's results. Following declines in the market price of a company's securities, securities class-action litigation is often instituted. Litigation of this type, if instituted, could result in substantial costs and a diversion of management's attention and resources.

Need for Additional Financing

The Company's current cash and cash-flows, together with any drawdowns from the Debt Facility, may not be sufficient to pursue additional exploration, development or discovery of additional reserves, extension to life-of-mines or new acquisitions and the Company may require additional financing. Additional financing may not be available on acceptable terms, if at all. The Company may need additional financing by way of private or public offerings of equity or debt or the sale of project or property interests in order to have sufficient working capital for its business objectives, as well as for general working capital purposes.

The success and the pricing of any such capital raising and/or debt financing will be dependent upon the prevailing market conditions at that time. There can be no assurance that financing will be available to the Company or, if it is available, that it will be offered on acceptable terms. If additional financing is raised through the issuance of equity or convertible debt securities of the Company, this may negatively impact the price of the Company's common shares and could result in dilution to shareholders and the interests of shareholders in the net assets of the Company may be diluted.

Replacement of Reserves and Resources

The Guanaceví and Bolañitos mines are the Company's only current sources of mineral production. Current life-of-mine plans provide for a defined production life for mining at the Company's mines. The Company's operating mines have expected lives of three to four years based on current proven and probable reserves, current production levels and managements estimated conversion of resources to reserves. If the Company's mineral reserves and resources are not replaced either by the development or discovery of additional reserves and/or extension of the life-of-mine at its current operating mines or through the acquisition or development of an additional producing mine, this could have an adverse impact on the Company's future cash flows, earnings, financial performance and financial condition, including as a result of requirements to expend funds for reclamation and decommissioning.

Acquisition Strategy

As part of the Company's business strategy, it has sought and will continue to seek new exploration, mining and development opportunities in the mining industry with a focus on silver and gold. In pursuit of such opportunities, it may fail to select appropriate acquisition candidates, negotiate appropriate acquisition terms, conduct sufficient due diligence to determine all related liabilities or to negotiate favourable financing terms. The Company cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit its business.

Any future acquisitions would be accompanied by risks, such as a significant decline in the relevant metal price after the Company commits to complete an acquisition on certain terms; the quality of the mineral deposit acquired proving to be lower than expected; the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of its ongoing business; the inability of management to realize anticipated synergies and maximize its financial and strategic position; the failure to maintain uniform standards, controls, procedures and policies; and the potential for unknown or unanticipated liabilities associated with acquired assets and businesses, including tax, environmental or other liabilities. The attention required from the Company's management team may detract from the Company's day-to-day operations. There can be no assurance that any business or assets acquired in the future will prove to be profitable, that the Company will be able to integrate the acquired businesses or assets successfully or that the Company will identify all potential liabilities during the course of due diligence. Any of these factors could have a material adverse effect on its business, expansion, results of operations and financial condition.


Future acquisitions by the Company may be completed through the issuance of equity, in which case the interests of shareholders in the net assets of the Company may be diluted.

Foreign Operations

The Company's operations are currently conducted through subsidiaries principally in Mexico and secondarily in Chile and the USA. As such, its operations are exposed to various levels of political, economic and other risks and uncertainties which could result in work stoppages, blockades of the Company's mining operations and appropriation of assets. Some of the Company's operations are located in areas where Mexican drug cartels operate. These risks and uncertainties vary from region to region and include, but are not limited to, terrorism; hostage taking; local drug gang activities; military repression; expropriation; extreme fluctuations in currency exchange rates; changes in royalty regimes, including the elimination of tax exemptions; underdeveloped industrial and economic infrastructure; unenforceability of judgements; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions arising from changes in government and otherwise, currency controls, import and export regulations and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Local opposition to mine development projects could arise in Mexico, and such opposition could be violent. If the Company were to experience resistance or unrest in connection with its Mexican operations, it could have a material adverse effect on its operations and profitability. To the extent the Company acquires mineral properties in jurisdictions other than Mexico, it may be subject to similar and additional risks with respect to its operations in those jurisdictions.

Government Regulation

The Company's operations, exploration and development activities are subject to extensive foreign federal, state and local laws and regulations governing such matters as environmental protection, management and use of toxic substances and explosives, management of natural resources, health, exploration and development of mines, production and post-closure reclamation, safety and labour, mining law reform, price controls, import and export laws, taxation, maintenance of claims, land use, land claims of local people, tenure, government royalties and expropriation of property.

Such laws and regulations may require the Company to obtain licenses and permits from various governmental authorities. The costs associated with compliance with these laws and regulations are substantial. Failure to comply with applicable laws and regulations, including licensing and permitting requirements, may result in civil or criminal fines, penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations, requiring corrective measures, requiring the installation of additional equipment, requiring remedial actions or imposing additional local or foreign parties as joint venture partners, any of which could result in significant expenditures or loss of income by the Company.

Moreover, these laws and regulations may allow governmental authorities and private parties to bring lawsuits based upon damages to property and injury to persons resulting from the environmental, health and safety practices of the Company's past and current operations, or possibly even those actions of parties from whom the Company acquired its mines or properties, and could lead to the imposition of substantial fines, penalties or other civil or criminal sanctions. The Company retains competent and well-trained individuals and consultants in jurisdictions in which it does business, however, even with the application of considerable skill the Company may inadvertently fail to comply with certain laws. Such events can lead to financial restatements, fines, penalties and other material negative impacts on the Company.


The Company's income and its mining, exploration and development projects, could be adversely affected by amendments to such laws and regulations, by future laws and regulations, by more stringent enforcement of current laws and regulations, by changes in the policies of Mexico and other applicable jurisdictions affecting investment, mining and repatriation of financial assets, by shifts in political attitudes in Mexico and by exchange controls and currency fluctuations. Recent changes to mining laws in Mexico may affect the Company's ability to renew its concessions, explore and obtain new concessions, obtain permits to conduct mining operations or pledge its concessions as security for loan facilities to develop its mineral projects. These changes may have a material adverse effect on the Company's planned operations and development of its projects and future exploration in Mexico. To the extent the Company acquires mineral properties in jurisdictions other than Mexico, it may be subject to similar and additional risks with respect to its operations in those jurisdictions. The effect, if any, of these factors cannot be accurately predicted.

The costs of discovering, evaluating, planning, designing, developing, constructing, operating and closing the Company's mining, exploration and development activities and operations in compliance with such laws and regulations are significant. It is possible that the costs and delays associated with compliance with such laws and regulations, and new taxes, could become such that the Company would not proceed with mining, exploration and development at one or more of its properties. Moreover, it is possible that future regulatory developments, such as increasingly strict environmental protection laws, regulations and enforcement policies thereunder, and claims for damages to property and persons resulting from the Company's mining, exploration and development projects could result in substantial costs and liabilities for the Company, such that the Company would halt or not proceed with mining, exploration and development at one or more of its properties.

Impact of COVID-19 and Other Pandemics

The Company's business could be significantly adversely affected by the outbreak of epidemics or pandemics or other health crises, including any outbreak of additional strains of COVID-19. Global reactions to the spread of COVID‐19 led to, among other things, significant restrictions in many jurisdictions on travel and gatherings of individuals, quarantines, temporary business closures and a general reduction in consumer activity. Such public health crises can adversely impact the Company's operations and result in volatility and disruptions in supply and demand for gold and silver, as well as declining trade and market sentiment, all of which can affect commodity prices, interest rates, share prices and inflation.

The continued spread of COVID‐19 globally and other future public health crises could materially and adversely impact the Company's business, including without limitation, employee health, workforce availability and productivity, limitations on travel, supply chain disruptions, increased insurance premiums, increased costs and reduced efficiencies, the availability of industry experts and personnel, restrictions on the Company's exploration and drilling programs and/or the timing to process drill and other metallurgical testing and the slowdown or temporary suspension of operations at some or all of the Company's properties. Although the Company has the capacity to continue certain administrative functions remotely, many other functions, including mining operations, cannot be conducted remotely.

The Company applies operational and safety procedures in accordance with guidelines outlined in the jurisdictions in which it operates. The impact of any future public health crises on the Company's operations, exploration and development activities cannot be reasonably estimated with a high level of certainty. A local outbreak, the occurrence of new variants of COVID-19 or changes in government health orders remains a significant risk.


Ukraine-Russia Conflict and Israel-Palestine Conflict

As the conflicts in Ukraine and the Israel-Palestine continue to develop, the Company's business could be materially adversely affected by commodity price changes and supply-chain disruptions. Oil and gas prices have increased rapidly due to the ongoing conflict and the escalating sanctions threatened or imposed by several nations against Russia and Russian oil and gas exports have added to global uncertainty. In the event that these conflicts escalate and expand to other nations, such a shift in the conflicts could result in a global economic downturn that could adversely affect the Company's business. The Company cannot predict the impact that these ongoing conflicts will have on its financial position or operations.

Taxation in Multiple Jurisdictions

In the normal course of business, the Company is subject to assessment by taxation authorities in various jurisdictions. Income tax provisions and income tax filing positions require estimates and interpretations of income tax rules and regulations of the various jurisdictions in which the Company operates and judgments as to their interpretation and application to the Company's specific situation. The Company's business and operations of the business and operations of its subsidiaries is complex, and the Company has, historically, undertaken a number of significant financings, acquisitions and other material transactions. The computation of income taxes payable as a result of these transactions involves many complex factors as well as the Company's interpretation of, and compliance with, relevant tax legislation and regulations. While the Company's management believes that the provision for income tax is appropriate and in accordance with IFRS and applicable legislation and regulations, tax filing positions are subject to review and adjustment by taxation authorities, which may challenge the Company's interpretation of the applicable tax legislation and regulations. Any review or adjustment may have a material adverse effect on the Company's financial condition.

The introduction of new tax laws, tax reforms, regulations or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations or rules in Canada, the USA, México, or Chile or any other countries in which the Company's subsidiaries may be located, or to which shipments of products are made, could result in an increase in the Company's taxes payable, or other governmental charges, interest and penalties, duties or impositions. No assurance can be given that new tax laws, tax reforms, regulations or rules will not be enacted or that existing tax laws, regulations or rules will not be changed, interpreted or applied in a manner which could result in the Company's profits being subject to additional taxation, interest and penalties, or which could otherwise have a material adverse effect on the Company.

Mexican Tax Assessment

The Company’s Mexican subsidiaries pay IVA (value added tax) on the purchase and sale of goods and services. The net amount paid is recoverable but is subject to review and assessment by the tax authorities. The Company regularly files the required IVA returns and all supporting documentation with the tax authorities. Occasionally, certain IVA amounts receivable from the tax authorities are withheld pending completion of the authorities’ audit of certain of the Company’s third-party suppliers. A smaller portion of IVA refund requests are from time to time denied based on the alleged lack of compliance of certain formal requirements and information returns by the Company’s third-party suppliers. The Company takes necessary legal action on the delayed refunds as well as any denied refunds. The timing of recovery of these amounts and the nature and extent of any adjustments to the Company’s IVA receivables remains uncertain.  There can be no assurance that these uncertainties will be resolved in favour of the Company. 

Obtaining and Renewing Government Permits

In the ordinary course of business, the Company is required to obtain and renew government permits for the operation and expansion of existing operations or for the development, construction and commencement of new operations. Obtaining or renewing the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and possibly involving public hearings and costly undertakings on the Company's part. The duration and success of the Company's efforts to obtain and renew permits are contingent upon many variables not within its control including the interpretation of applicable requirements implemented by the permitting authority. Further, there can be no assurance that the Company will be able to obtain or maintain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at the Company's projects.


The Company may not be able to obtain or renew permits that are necessary to its operations, or the cost to obtain or renew permits may exceed what the Company believes it can recover from a given property once in production. Any unexpected delays or costs associated with the permitting process could delay the development or impede the operation of a mine, which could adversely impact the Company's operations and profitability.

Environmental, Health and Safety Regulations

The Company's operations are subject to extensive laws and regulations governing the protection of the environment, natural resources and human health. These laws address, among other things, emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species, reclamation of lands disturbed by mining operations, and employee safety and health. The Company is required to obtain governmental permits and, in some instances, provide bonding requirements under federal, state or provincial air, water quality, and mine reclamation rules and permits. Although the Company makes provisions for reclamation costs, it cannot be assured that these provisions will be adequate to discharge the Company's future obligations for these costs. Violations of environmental, health and safety laws may be subject to civil sanctions and, in some cases, criminal sanctions, including the suspension or revocation of permits. While responsible environmental, health and safety stewardship is one of the Company's core values, there can be no assurance that it has been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental laws and permits will not materially and adversely affect the Company's business, results of operations or financial condition.

Under certain environmental laws, the Company could be held jointly and severally liable for removal or remediation of any hazardous substance contamination at its current, former and future properties, at nearby properties, or at other third-party sites where the Company's wastes may have migrated or been disposed. The Company could also be held liable for damages to natural resources resulting from hazardous substance contamination. Additionally, environmental laws in some of the countries in which the Company operates require that the Company periodically perform environmental impact studies at the Company's mines. The Company cannot guarantee that these studies will not reveal environmental impacts that would require the Company to make significant capital outlays or cause material changes or delays in its intended activities, any of which could adversely affect the Company's business.

There has also been increased global attention and the introduction of regulations restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing activities. If legislation restricting or prohibiting the use of cyanide were to be adopted in a region in which the Company relies on the use of cyanide, it would have a significant adverse impact on the Company's results of operations and financial condition as there are few, if any, substitutes for cyanide in extracting metals from certain types of ore.

The failure to comply with environmental laws and regulations or liabilities related to hazardous substance contamination could result in project development delays, material financial impacts or other material impacts to the Company's projects and activities, fines, penalties, lawsuits by the government or private parties, or material capital expenditures. Environmental legislation in many countries is evolving and the trend has been towards stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects, and increasing responsibility for companies and their officers, directors and employees. Future changes in these laws or regulations could have a significant adverse impact on some portion of the Company's business, causing the Company to re-evaluate those activities at that time.

Environmental hazards that may have been caused by previous or existing owners or operators may exist on the Company's mineral properties, but are unknown to the Company at present.


Mine Closure and Reclamation

Mine closure and reclamation involves long‐term management of permanent engineered structures, achievement of environmental closure standards, orderly termination of employees and contractors and ultimately relinquishment of the site. The successful completion of these and other associated tasks is dependent on sufficient financial resources and the ability to successfully implement negotiated agreements with relevant governmental authorities, communities, unions, employees and other stakeholders. Over the last several years, such requirements have been changing, with increasing obligations imposed in many jurisdictions.

In order to carry out reclamation and mine closure obligations imposed on the Company in connection with its exploration, potential development and production activities, the Company must allocate financial resources that might otherwise be spent on further exploration and development programs, including providing the appropriate regulatory authorities with reclamation financial assurance. The amount and nature of the financial assurance are dependent upon a number of factors, including the Company's financial condition and reclamation cost estimates. Changes to these amounts, as well as the nature of the collateral to be provided, could significantly increase the Company's costs, making the maintenance and development of existing and new mines less economically feasible. To the extent that the value of the collateral provided to the regulatory authorities is or becomes insufficient to cover the amount of financial assurance the Company is required to post, the Company would be required to replace or supplement the existing security with more expensive forms of security, which might include cash deposits, which would reduce the Company's cash available for operations and financing activities. There can be no guarantee that the Company will be able to maintain or add to the Company's current level of financial assurance. The Company may not have sufficient capital resources to further supplement the Company's existing security.

Certain of the Company's mineral properties have been subject to historic mining operations and certain of the mineral properties that were historically mined by the Company are subject to remediation obligations. In addition, the actual costs of reclamation and mine closure are uncertain and planned expenditures may differ from the actual expenditures required. Therefore, the amount that the Company is required to spend could be materially higher than current estimates. Any additional amounts required to be spent on reclamation and mine closure may have an adverse effect on the Company's financial position and results of operations and may cause the Company to alter the Company's operations.

Climate Change

A number of governments have introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent.

Currently, a number of international and national measures to address or limit emissions are in various phases of discussion or implementation in the countries in which the Company operates. These or future measures could require the Company to reduce its direct emissions or energy use or to incur significant costs for emissions permits or taxes or have these costs or taxes passed on by electricity utilities which supply the Company's operations. The cost of compliance with environmental regulation and changes in environmental regulation have the potential to result in increased cost of operations, reducing the profitability of the Company's operations. The Company could also incur significant costs associated with capital equipment, emission monitoring and reporting and other obligations to comply with applicable requirements. If the current regulatory trend continues, this may result in increased costs at some or all of the Company's operations.

The Company's operations could also be exposed to a number of physical risks from climate change, such as changes in rainfall rates, reduced water availability, higher temperatures and extreme weather events. Events or conditions such as flooding or inadequate water supplies could disrupt mining and transport operations, mineral processing and rehabilitation efforts, could create resource shortages and could damage the Company's property or equipment and increase health and safety risks on site. Such events or conditions could have other adverse effects on the Company's workforce and on the communities around the Company's mines, such as an increased risk of food insecurity, water scarcity and prevalence of disease. There can be no assurance that efforts to mitigate the risks of climate change will be effective and that the physical risks of climate change will not have an adverse effect on the Company's operations and profitability.


Health and Safety Hazards

Workers involved in mining operations are subject to many inherent health and safety risks and hazards, including, but not limited to, contraction of COVID‐19, rock bursts, cave‐ins, floods, falls of ground, tailings dam failures, chemical hazards, mineral dust and gases, use of explosives, noise, electricity and moving equipment (especially heavy equipment) and slips and falls, which could result in occupational illness or health issues, personal injury, and loss of life, and/or facility and workforce evacuation. These risks cannot be eliminated and may adversely affect the Company's reputation, business and future operations.

Title to Assets

Although the Company has or will receive title opinions for any properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. The Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. The Company's claims may be subject to prior unregistered agreements, transfers or indigenous peoples' land claims and title may be affected by unidentified or unknown defects.

The Company has conducted as thorough an investigation as possible on the title of properties that it has acquired or will be acquiring to be certain that there are no other claims or agreements that could affect its title to the concessions or claims. If title to the Company's properties is disputed, it may result in the Company paying substantial costs to settle the dispute or clear title and could result in the loss of the property, which events may affect the economic viability of the Company.

Indigenous Peoples' Title Claims

Some of the Company's properties may be subject to the rights or the asserted rights of various community stakeholders, including indigenous peoples. The presence of community stakeholders may impact the Company's ability to develop or operate its mining properties and projects or to conduct exploration activities. Accordingly, the Company is subject to the risk that one or more groups may oppose the continued operation, further development, or new development or exploration of the Company's current or future mining properties and projects. Such opposition may be directed through legal or administrative proceedings, or through protests or other campaigns against the Company's activities. Governments in many jurisdictions must consult with, or require the Company to consult with, indigenous peoples with respect to grants of mineral rights and the issuance or amendment of project authorizations and permits, pursuant to various international and national laws, codes, resolutions, conventions and guidelines.

Consultation and other rights of indigenous peoples may require accommodation including undertakings regarding employment, royalty payments and other matters. This may affect the Company's ability to acquire within a reasonable time effective mineral titles, permits or licenses in these jurisdictions, including in some parts of the United States, Mexico and Chile in which title or other rights are claimed by indigenous peoples, and may affect the timetable and costs of development and operation of the Company's mineral properties in these jurisdictions. In addition, the risk of unforeseen title claims by indigenous peoples could affect existing operations and development projects. These legal requirements may also affect the Company's ability to expand or transfer existing operations or to develop new projects.


Employee Recruitment and Retention

Recruiting and retaining qualified personnel is critical to the Company's success. The Company is dependent on the services of key executives including the Company's Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other highly skilled and experienced executives and personnel focused on managing the Company's interests. The number of persons skilled in acquisition, exploration, development and operation of mining properties are limited and competition for such persons is intense. As the Company's business activity grows, the Company will require additional key financial, administrative and mining personnel as well as additional operations staff. There can be no assurance that the Company will be successful in attracting, training and retaining qualified personnel. If the Company is not able to attract, hire and retain qualified personnel, the efficiency of the Company's operations could be impaired, which could have an adverse impact on the Company's future cash flows, earnings, financial performance and financial condition. The lack of availability of qualified personnel may also cause the Company to experience increases in recruiting and training costs and decreases in operating efficiency, productivity and profit margins.

Community Relations

The Company's relationships with the communities in which the Company operates are critical to ensuring the future success of existing operations and the construction and development of future projects. There is an increasing level of public interest worldwide relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Certain non-governmental organizations ("NGO"), some of which oppose globalization and resource development, are often vocal critics and attempt to interfere with the mining industry and its practices, including the use of cyanide and other hazardous substances in processing activities. Adverse publicity generated by such NGOs or others related to extractive industries generally, or their operations specifically, could have an adverse effect on the Company's reputation or financial condition and may impact the Company's relationship with the communities in which it operates. While the Company believes that it operates in a socially responsible manner, there is no guarantee that the Company's efforts in this respect will mitigate this potential risk.

Potential Conflicts of Interest

The directors and officers of the Company may serve as directors and/or officers of other public and private companies, and may devote a portion of their time to manage other business interests. This may result in certain conflicts of interest.

To the extent that such other companies may participate in ventures in which the Company is also participating, such directors and officers of the Company may have a conflict of interest. The laws of British Columbia, Canada, require the directors and officers to act honestly, in good faith, and in the best interests of the Company and its shareholders. However, in conflict of interest situations, directors and officers of the Company may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions.

There is no assurance that the needs of the Company will receive priority in all cases. From time to time, several companies may participate together in the acquisition, exploration and development of natural resource properties, thereby allowing these companies to: (i) participate in larger properties and programs; (ii) acquire an interest in a greater number of properties and programs; and (iii) reduce their financial exposure to any one property or program. A particular company may assign, at its cost, all or a portion of its interests in a particular program to another affiliated company due to the financial position of the company making the assignment.

In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, it is expected that the directors and officers of the Company will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time. If a conflict of interest arises, any director in a conflict is required to disclose his or her interest and abstain from voting on such matter. Such conflicts of the Company's directors and officers may result in a material and adverse effect on the Company's profitability, results of operation and financial condition. As a result of these conflicts of interest, the Company may miss the opportunity to participate in certain transactions, which may have a material adverse effect on the Company's financial position.


Third Party Reliance

The Company's rights to acquire interests in certain mineral properties have been granted by third parties who themselves may hold only an option to acquire such properties. As a result, the Company may have no direct contractual relationship with the underlying property holder.

Dilution

The Company may issue and sell additional securities of the Company from time to time. The Company cannot predict the size of future issuances of securities of the Company or the effect, if any, that future issuances and sales of securities will have on the market price of any securities of the Company that are issued and outstanding from time to time. Sales or issuances of substantial amounts of securities of the Company, or the perception that such sales could occur, may adversely affect prevailing market prices for the securities of the Company that are issued and outstanding from time to time. With any additional sale or issuance of securities of the Company, holders will suffer dilution with respect to voting power and may experience dilution in the Company's earnings per share.

Differences in U.S. and Canadian reporting of mineral reserves and resources

The Company's mineral reserve and resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements as the Company generally reports mineral reserves and resources in accordance with Canadian practices. These practices are different from those used to report mineral reserve and resource estimates in reports and other materials filed with the SEC.

Accordingly, information concerning descriptions of mineralization, reserves and resources contained in this AIF, or in the documents incorporated herein by reference, may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

Financial Reporting Standards

The Company prepares its financial reports in accordance with IFRS. In preparation of financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Significant accounting policies are described in more detail in the Company's audited financial statements. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, the Company cannot provide absolute assurance.

Material weaknesses in the internal control over financial reporting

The Company documented and tested, during its most recent fiscal year, its internal control procedures in order to satisfy the requirements of Section 404 of the U.S. Sarbanes-Oxley Act ("SOX") which requires an annual assessment by management of the effectiveness of the Company's internal control over financial reporting and an attestation report by the Company's independent auditor addressing this assessment. The Company may fail to achieve and maintain the adequacy of its internal control over financial reporting as such standards are modified, supplemented, or amended from time to time, and the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404 of SOX. The Company's failure to satisfy the requirements of Section 404 of SOX on an ongoing, timely basis could result in the loss of investor confidence in the reliability of the Company's financial statements, which in turn could harm the business and negatively affect the trading price of the Company's common shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company's operating results or cause us to fail to meet reporting obligations.


Future acquisitions of companies may also provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. Acquired companies may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to the Company.

No evaluation can provide complete assurance that the internal control over financial reporting will detect or uncover all failures of persons within the Company to disclose material information required to be reported. The effectiveness of the Company's controls and procedures could also be limited by simple errors or faulty judgments. In addition, as the Company expands, the challenges involved in implementing appropriate internal control over financial reporting will increase and will require that it continue to improve the internal control over financial reporting. Although the Company intends to devote substantial time and incur substantial costs, as necessary, to ensure ongoing compliance, it cannot be certain that it will be successful in complying with Section 404 of SOX.

As a "foreign private issuer", the Company is exempt from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934

The Company is a "foreign private issuer" as defined in Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the U.S. Exchange Act pursuant to Rule 3a12-3 of the U.S. Exchange Act. Therefore, the Company is not required to file a Schedule 14A proxy statement in relation to the annual meeting of shareholders. The submission of proxy and annual meeting of shareholder information on Form 6-K may result in shareholders having less complete and timely information in connection with shareholder actions. The exemption from Section 16 rules regarding reports of beneficial ownership and purchases and sales of common shares by insiders and restrictions on insider trading in the Company's securities may result in shareholders having less data and there being fewer restrictions on insiders' activities in the Company's securities.

Claims under U.S. Securities Laws

The enforcement by investors of civil liabilities under the federal securities laws of the United States may be affected adversely by the fact that the Company is incorporated under the laws of British Columbia, Canada, that the independent chartered public accountants who have audited the Company's financial statements and some or all of the Company's directors and officers may be residents of Canada or elsewhere, and that all or a substantial portion of the Company's assets and said persons are located outside the United States. As a result, it may be difficult for holders of the Company's common shares to effect service of process within the United States upon people who are not residents of the United States or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States.

Lack of Dividends

The Company has never declared or paid any dividends on the common shares. Endeavour intends, for the foreseeable future, to retain its future earnings, if any, to finance its exploration activities and further development and the expansion of the business. The payment of future dividends, if any, will be reviewed periodically by the Board of Directors of Endeavour and will depend upon, among other things, conditions then existing including earnings, financial conditions, cash on hand, financial requirements to fund the Company's exploration activities, development and growth, and other factors that the Board may consider appropriate in the circumstances.


Financial Instruments

From time to time, the Company may use certain financial instruments to manage the risks associated with changes in silver prices, interest rates and foreign currency exchange rates. The use of financial instruments involves certain inherent risks including, among other things: (i) credit risk, the risk of default on amounts owing to the Company by the counterparties with which Company has entered into such transaction; (ii) market liquidity risk, the risk that the Company has entered into a position that cannot be closed out quickly, either by liquidating such financial instrument or by establishing an offsetting position; and (iii) unrealized mark-to-market risk, the risk that, in respect of certain financial instruments, an adverse change in market prices for commodities, currencies or interest rates will result in the Company incurring an unrealized mark-to-market loss in respect of such derivative products. Volatility of external factors beyond the Company's control may result in substantial and permanent losses. Furthermore, to adequately reduce these risks to acceptable levels, available investment alternatives may result in limited or no return on these assets and any derivative which may be acquired in attempt to mitigate these risks may be ineffective.

Legal Proceedings

The Company is subject to various claims and legal proceedings, including adverse rulings in current or future litigation against the Company and/or its directors or officers, covering a wide range of matters that arise in the ordinary course of business activities. Each of these matters is subject to various uncertainties and it is possible that some of these matters may be resolved unfavorably to the Company, which may result in a material adverse impact on the Company's financial performance, cash flow or results of operations. The Company carries liability insurance coverage and establishes reserves for matters that are probable and can be reasonably estimated; however, there can be no guarantee that the amount of such coverage is sufficient to protect against all potential liabilities. In addition, the Company may be involved in disputes with other parties in the future that may result in litigation, which may have a material adverse impact on the Company's future cash flows, profitability, results of operations and financial condition.

Anti-Corruption and Anti-Bribery Laws

The Company's operations are governed by, and involve interactions with, various levels of government in foreign countries. The Company is required to comply with anti‐corruption and anti‐bribery laws, including the Corruption of Foreign Public Officials Act (Canada) and the Foreign Corrupt Practices Act (US) and similar laws in México and other jurisdictions in which it operates. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti‐corruption and anti‐bribery laws. A company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. The Company's internal procedures and programs may not always be effective in ensuring that it, its employees, contractors or third-party agents will comply strictly with all such applicable laws. If the Company becomes subject to an enforcement action or is found to be in violation of such laws, this may have a material adverse effect on the Company's reputation, result in significant penalties or sanctions, and have a material adverse effect on the Company's operations.

Compliance with Canada’s Extractive Sector Transparency Measures Act and the United State’s Rules for Disclosure of Payments by Resource Extraction Issuers

The Extractive Sector Transparency Measures Act (Canada) (“ESTMA”) requires public disclosure of certain payments to governments by companies engaged in the commercial development of minerals which are publicly listed in Canada. Mandatory annual reporting is required for extractive companies with respect to payments made to foreign and domestic governments, including aboriginal groups. Similarly, the SEC has adopted rules regarding the disclosure of payments to governments by companies engaged in commercial development of minerals which are reporting in the United States.

ESTMA requires reporting on the payments of any taxes, royalties, fees, production entitlements, bonuses, dividends and infrastructure improvements. The rules of the SEC require the reporting of similar information. Currently, the rules of the SEC permit the Company to utilize the reports it files in Canada pursuant to the ESTMA to meet its obligations with the SEC pursuant to its reporting requirements.


If the Company becomes subject to an enforcement action or is in violation of ESTMA or the SEC’s rules regarding disclosure of payments to governments, this may result in significant penalties or sanctions which may also have a material adverse effect on the Company’s reputation.

Information Systems and Cyber Security

Our operations depend, in part, upon information technology systems. The Company's information technology systems are subject to disruption, damage or failure from a number of sources, including, but not limited to, hacking, computer viruses, security breaches, natural disasters, power loss, vandalism, theft and defects in design. Any of these and other events could result in information technology systems failures, operational delays, production downtimes, destruction or corruption of data, security breaches or other manipulation or improper use of the Company's data, systems and networks, any of which could have adverse effects on the Company's reputation, business, results of operations, financial condition and share price.

Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect the Company's systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

4.3 Asset-Backed Securities Outstanding

The Company has not issued any asset-backed securities.

4.4 Mineral Projects - Recent Developments

Summary of Mineral Reserves and Mineral Resources Estimates

The following tables summarize as at December 31, 2023 the Company's estimated mineral reserves and mineral resources on its material mineral properties and select non-material mineral properties, all of which are wholly owned. Information in the following tables and the notes thereto are from the respective technical reports and include updates on operations at Guanaceví and Bolañitos that consider extraction of reserves and resources for the full calendar 2023 year and resources/reserves generated by additional drilling and/or development.


Silver-Gold Proven and Probable Reserves  (as of December 31, 2023)
  Tonnes
(000s)
Ag g/t Au g/t Ag Eq g/t Ag oz
(000s)
Au oz
(000s)
Ag Eq Oz
(000s)
Guanaceví 299 426 1.17 519 4,090 11.3 4,993
Bolanitos 99 74 2.48 273 235 7.9 865
Total Proven 398 338 1.50 458 4,326 19 5,858
Guanacevi 436 369 0.95 445 5,178 13.3 6,243
Bolanitos 360 81 1.98 239 936 22.9 2,765
Terronera 7,380 197 2.25 374 46,707 534.0 88,834
Total Probable 8,176 201 2.17 372 52,821 570 97,843
Total Proven & Probable 8,574 207 2.14 376 57,147 589 103,701
               
Silver-Gold Measured and Indicated Resources  (as of December 31, 2023)
  Tonnes
(000s)
Ag g/t Au g/t Ag Eq g/t Ag oz
(000s)
Au oz
(000s)
Ag Eq Oz
(000s)
Guanaceví 205 528 1.37 637 3,475 9.0 4,196
Bolañitos 79 107 2.93 342 274 7.5 873
Total Measured 284 410 1.80 555 3,749 17 5,070
Guanaceví 364 388 0.88 458 4,548 10.3 5,369
Bolañitos 710 102 2.66 314 2,400 62.8 7,427
Parral 433 271 0.00 271 3,773 0 3,773
Total Indicated 1,507 220 1.46 337 10,721 73 16,569
Total Measured & Indicated 1,791 250 1.52 371 14,470 90 21,638
               
Silver-Gold Inferred Mineral Resources  (as of December 31, 2023)
  Tonnes
(000s)
Ag g/t Au g/t Ag Eq g/t Ag oz
(000s)
Au oz
(000s)
Ag Eq Oz
(000s)
Guanaceví 462 498 1.05 582 7,403 15.6 8,648
Bolañitos 1,442 130 2.18 304 6,169 103.7 14,467
Terronera 1058 212 2.50 400 7,214 85.0 13,601
Parral 3,180 322 0.21 339 32,938 21.7 34,677
Total Inferred 6,142 271 1.13 360 53,725 226 71,392

Silver-Lead-Zinc  Resources (as of December 31, 2023)      
  Tonnes
(000s)
Ag g/t Au g/t Ag Eq g/t Ag oz (000s) Au oz (000s) Ag Eq Oz
(000s)
Pb% Zn% Cu%
Guanaceví 363 208 0.26 229 2,421 3.1 2,670 0.78 1.32 -
Pitarrilla In Pit (Oxide & Transition) 133,900 87 0.00 112 375,100 0.0 483,200 0.19 0.48 -
Pitarrilla Underground (Sulphide) 24,800 146 0.00 264 116,500 0.0 210,700 1.01 2.14 -
Parral (Cometa) 180 55 1.17 149 320 6.8 860 3.20 3.30 -
Total Indicated 159,243 97 0.00 136 494,341 10 697,430 0.32 0.74 0.00
                     
Guanaceví 488 132 0.16 145 2,076 2.5 2,272 1.36 2.54 -
Pitarrilla In Pit (Oxide & Transition) 25,600 76 - 100 63,000 - 82,700 0.14 0.48 -
Pitarrilla Underground (Sulphide) 9,800 115.5 - 218 36,400 - 68,600 0.93 1.8 -
Parral (Cometa) 880 74 1.45 190 2,100 41.0 5,376 3.27 3.24 -
Total Inferred 36,768 88 0.04 134 103,576 44 158,948 0.44 0.93 0.00

Notes to Mineral Resources and Reserves tables

1

Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that any or all part of the Mineral Resources will be converted into Mineral Reserves. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

2

The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

3

The Mineral Resources in this estimate were calculated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.

4

Mineral Resources are exclusive of and in addition to Mineral Reserves.

5

Guanacevi Mineral Resource and Mineral Reserve cut-off grades are based on a 243 g/t silver equivalent for Santa Cruz Sur of Guanacevi and 243 g/t silver equivalent for Santa Cruz, 243 g/t silver equivalent for  Milache and 296 g/t silver equivalent for Ocampo and Porvenir Norte of Guanaceví; Metallurgical recoveries were 86.8% silver and 91.0% gold for Guanaceví.

6

The cutoff grade applied for resource calculation at the regional polymetallic projects at Guanacevi (Noche Buena and Buena Fe) is 202g/t silver equivalent. The silver equivalent is based on the calculated NSR for each element based on the following price assumptions US$16.29/oz for silver, US$1,195/oz for gold, US$0.82/lb for lead and US$0.90/lb for zinc.

7

Bolañitos Mineral Resource and Mineral Reserve cut-off grades are based on 164 g/t silver equivalent for Belen, Karina and Puertecito, 156 g/t silver equivalent for La Luz Ramp, 158 g/t Silver equivalent for the Lucero Ramp and 156 g/t silver equivalent for San Miguel ramp area. Metallurgical recoveries were 86.2% silver and 90.2% gold for Bolañitos

8

Terronera mineral reserves are reported using a silver equivalency cut-off formula AgEq (g/t) = Ag (g/t) + (Au (g/t) x 78.9474). Cut-off grade varies between 156 g/t to 200 g/t AgEq depending on mining method. Metal prices used were $1,500/oz Au and $19.00/oz Ag. Metallurgical recovery of 84.9% for silver and 79.8% for gold, transport, treatment and refining charges of $0.75/oz Ag, and NSR royalties of 2.5%. Mineral Reserves are reported based on mining costs of $30.00/t for sub-level open stoping, $49.18/t for cut and fill, and $48.00/t for shrinkage mining, and $28.46/t for process costs, and $8.49/t for G&A costs.

9

Terronera mineral resources are constrained within a wireframe constructed at a nominal 150 g/t AuEq cut-off grade. A 150 g/t AgEq cut-off grade considers Wood's guidance on industry consensus for long term silver and gold prices for Mineral Resource estimation, metallurgical performance, mining, processing, and site G&A operating costs, treatment and refining charges, and royalties. Mineral Resources are stated as in-situ with no consideration for planned or unplanned external mining dilution. The silver and gold ounces estimates presented in the Mineral Resource estimate table have not been adjusted for metallurgical recoveries.

10

Parral Mineral Resources are estimated at a cut-off grade of 130 g/t AgEq for Palmilla, Veta Colorada, and San Patricio, 200 g/t Ag for Sierra Plata, and an NSR cut-off value of US$55/t for El Cometa. The NSR and AgEq values are based on estimated metallurgical recoveries, assumed metal prices and smelter terms, which include payable factors, treatment charges, penalties, and refining charges. Metal price assumptions were: US$17/oz Ag, US$1,275/oz Au, US$1.15/lb Zn, and US$1.00/lb Pb
A minimum mining width of 1.5 m was used for Sierra Plata, and 1.75 m for all other veins.

11

Calicanto Mineral Resources are estimated at a cut-off value of US$200 VIT (value in-situ) for Calicanto, Santa Fe and Misie veins areas. The VIT values are based on metal price assumptions of: US$23.98/oz Ag, US$1,815/oz Au, US$3.5/lb Cu, US$0.94/lb Pb, and US$1.25/lb Zn. A minimum mining width of 1.0 m was used.

12

Mining recovery of 89% was applied for Guanaceví; 89.5% to 93.5% for Bolañitos, and 90% (cut and fill), 95% (longhole), 80% (shrinkage) for Terronera for Mineral Reserve Estimate calculations. Minimum mining widths were 0.8 metres for Mineral Reserve Estimate calculations.

13

Dilution factors for Mineral Reserve Estimate calculations averaged 35.5% for Guanaceví, 37.3% for Bolañitos, and 20% for Terronera. For current operations dilution factors are based on vein width diluted to width of drive for lateral sill preparation (generally >30%) and internal stope dilution calculations and external dilution factors of 24% for cut and fill mining and 40% for long hole mining. 

14

Silver equivalent grades are based on a 80:1 silver:gold ratio and calculated including only silver and gold. Silver equivalent grades for Terronera are based on a 78:9474 silver:gold ratio and calculated including only silver and gold.

15

Indicated and Inferred Silver-Gold Mineral Resources for "Parral" includes the Colorada, Palmilla and San Patricio areas.

16

The Veta Colorada structure (Parral) does not contain gold on an economic scale.

17

Price assumptions for Guanaceví and Bolañitos, are US$23/oz for silver, US$1,840/oz for gold.

18

Figures in tables are rounded to reflect estimate precision; small differences generated by rounding are not material to the estimates.



Notes on the Pitarrilla Resource Estimate

19

The classification of the current Mineral Resource Estimate into Indicated and Inferred Mineral Resources is consistent with current 2014 CIM Definition Standards - For Mineral Resources and Mineral Reserves.

20

All figures are rounded to reflect the relative accuracy of the estimate and numbers may not add due to rounding.

21

All Mineral Resources are presented undiluted and in situ, constrained by continuous 3D wireframe models, and are considered to have reasonable prospects for eventual economic extraction.

22

Mineral Resources which are not mineral reserves do not have demonstrated economic viability. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. 

23

It is envisioned that parts of the Pitarrilla deposit (oxide and transition mineralization) may be mined using open pit mining methods. In-pit mineral resources are reported at a cut-off grade of 50 g/t AgEq within a conceptual pit shell, which has been limited to the base of the transition mineralization.

24

The results from the pit optimization are used solely for the purpose of testing the "reasonable prospects for economic extraction" by an open pit and do not represent an attempt to estimate mineral reserves. There are no mineral reserves on the Property. The results are used as a guide to assist in the preparation of a Mineral Resource statement and to select an appropriate resource reporting cut-off grade. 

25

It is envisioned that parts of the Pitarrilla deposit (sulphide mineralization) may be mined using underground mining methods. Underground (below-pit) Mineral Resources are estimated from the bottom of the pit (base of transition mineralization) and are reported at a base case cut-off grade of 150 g/t AgEq. The underground Mineral Resource grade blocks were quantified above the base case cut-off grade, below the constraining pit shell and within the constraining mineralized wireframes. At this base case cut-off grade the deposit shows good deposit continuity with limited orphaned blocks. Any orphaned blocks are connected within the models by lower grade blocks and are included in the Mineral Resource estimate.

26

Based on the size, shape, location and orientation of the Pitarrilla deposit, it is envisioned that the deposit may be mined using low cost underground bulk mining methods (i.e. longhole mining).

27

High grade capping of Ag, Pb and Zn was done on 1.50 metre composite data.

28

Bulk density values were determined based on physical test work from each deposit model and waste model.

29

AgEq Cut-off grades consider metal prices of $22.00/oz Ag, $1.00/lb Pb and $1.30/lb Zn and considers variable metal recoveries for Ag, Pb and Zn: oxide and transition mineralization - 75% for silver, 70% for Pb and 65% for Zn; sulphide mineralization - 86% for silver, 91% for Pb and 85% for Zn.

30

The pit optimization and in-pit base case cut-off grade of 50 g/t AgEq considers a mining cost of US$2.50/t rock and processing, treatment and refining, transportation and G&A cost of US$22.40/t mineralized material, an overall pit slope of 42° for oxide and 48° for transition and metal recoveries. The below-pit base case cut-off grade of 150 g/t AgEq considers a mining cost of US$46.50/t rock and processing, treatment and refining, transportation and G&A cost of US$30.90/t mineralized material.

31

The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

32

The database used for the current mineral resource estimate comprises data for 804 surface reverse circulation and diamond drill holes completed in the deposit area, which total 254,386 metres. The database totals 134,441 assay intervals for 188,816 metres.

33

The mineral resource estimate is based on 19 three-dimensional ("3D") resource models representing oxide, transition and sulphide mineralization, as well as 9 lithological 3D solids and a digital elevation surface model. The main Pitarrilla deposit generally strikes 330° to 335° and dips/plunges steeply east-northeast (-60° to -65°). The oxide mineralization in the Cordon Colorado and Javelina Creek Zones extend for 700 to 900 metres southwest and northeast of the main Breccia Ridge Zone.

34

Silver, lead and zinc were estimated for each mineralization domain in the Pitarrilla deposit. Blocks within each mineralized domain were interpolated using 1.5 metres capped composites assigned to that domain. To generate grade within the blocks, the inverse distance squared (ID 2 ) interpolation method was used for all domains.

Guanaceví Mines Project, Durango State, Mexico

The executive summary of the Guanaceví Mines Project attached hereto as Schedule "A" is extracted from a technical report titled "NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico" co-authored by the Company and by Hard Rock Consulting, LLC ("Hard Rock"), a full-service geologic and mine engineering firm, with an effective date of November 5, 2022, and dated December 14, 2022 (the "Guanaceví Technical Report"). The detailed disclosure on the Guanaceví Project in the Guanaceví Technical Report is incorporated into this AIF by reference and the summary attached as Schedule "A" is subject to all the assumptions, qualifications and procedures set out in the Guanaceví Technical Report. The complete report can be viewed on SEDAR+ at www.sedarplus.ca.


Guanaceví Exploration Update

During 2023, the Company drilled 7,588m in 37 holes focusing on the El Curso - Alondra properties, establishing lateral and vertical extensions of the mineralized zone toward Provenir Cuatro and continued testing the deep northwest extension of the Porvenir Dos orebody. Drilling results confirmed expectations and intersected significant mineralization with similar grades and vein widths to historical results. The Company also invested $16.1 million to develop 3.7 km of underground ramps and access.

In 2024, management plans to invest $21.2 million in capital projects at the Guanaceví mine, the largest of which is 4.4 km of mine development at El Curso and Milache for an estimated $14.1 million. An additional $5.4 million will be invested in mine infrastructure and mine equipment. A further $1.5 million will be invested in the plant and tailings storage facility, including engineering for a tailings facility expansion. A remaining $0.2 million will be spent on various surface infrastructure or equipment.

Guanaceví Mineral Resource Estimation Update

The estimation of the mineral resource for the Guanaceví mining operation is based on drill hole data constrained by geologic vein boundaries. Both, exploration and production data (development drives and stopes) are used for modelling estimation and classification. The interpolation is assessed through Ordinary Kriging algorithm.

The channel composite database cut-off date for mineral resource estimation was September 30, 2023, while the cut-off date for exploration drilling used for mineral resource estimation was October 31, 2023. Significant intersections in this area are summarized below:

The Company used criteria of distance from composites and the number of samples to classify the mineral resources into measured, indicated or inferred. Measured mineral resources are those blocks with at least 6 composites, laying within 1/3 of the variogram range (25m x 10m x vein width). Indicated mineral resources are those blocks estimated by at least 2 drill holes or 2 composites laying within 2/3 of the variogram range (50m x 20m x vein width). Inferred mineral resources are those blocks with at least one drill hole laying within 1.5x variogram range (75m x 50m x vein width).

Guanacevi Silver-Gold Measured and Indicated Resources  (as of December 31, 2023)
  Tonnes
(000s)
Ag g/t Au g/t Ag Eq g/t Ag oz
(000s)
Au oz
(000s)
Ag Eq Oz
(000s)
Measured 205 528 1.37 637 3,475 9.0 4,196
Indicated 364 388 0.88 458 4,548 10.3 5,369
Total Measured & Indicated 569 438 1.05 523 8,023 19.3 9,565
Inferred 462 498 1.05 582 7,403 15.6 8,648
Total Inferred 462 498 1.05 582 7,403 15.6 8,648

Notes for Mineral Resource estimation

1. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any or all of the mineral resources will be converted into mineral reserves.

2. Mineral resources are exclusive of and in addition to mineral reserves.

3. Guanaceví mineral resource cut-off grades are based on a 243 g/t silver equivalent for Santa Cruz Sur, 243 g/t silver equivalent for Santa Cruz, 243 g/t silver equivalent for Milache of Guanaceví and 296 g/t silver equivalent for Porvenir Norte and the El Curso concession of Guanaceví.

4. Metallurgical recoveries were 86.8% for silver and 91.0% for gold.

5. Dilution factor and mining recovery for mineral resources are not applied.

6. Price assumptions are $23/oz for silver and $1,840/oz for gold Guanaceví Mineral Reserve Estimation Update


The mineral reserve estimate includes the Santa Cruz, Porvenir Norte, Milache and Porvenir Cuatro areas of the mine with an effective date of December 31, 2023.

The mining breakeven cut-off grade includes internal stope dilution and was utilized to generate the stope designs for defining the reserves. The cut-off is stated as silver equivalent since the ratio between gold and silver is variable and both commodities are sold. Silver equivalent grade is calculated as the silver grade plus gold grade multiplied by 80, taking into account gold and silver prices and expected mill recoveries.

Mineral reserves are derived from measured and indicated resources after applying the economic parameters as stated below, while utilizing Vulcan software to generate stope designs for the reserve mine plan. The Guanaceví Project mineral reserves are derived and classified according to the following criteria:

  • Proven mineral reserves are the economically mineable part of the measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For Guanaceví Project, this applies to blocks located within approximately 15 m of existing development and for which the Company has a mine plan in place.
  • Probable mineral reserves are those measured or indicated mineral resource blocks which are considered economic and for which the Company has a mine plan in place. For the Guanaceví mine project, this is applicable to blocks located a maximum of 25 m to 40 m either vertically or horizontally from development and the drill hole data.
Guanacevi Silver-Gold Proven and Probable Reserves  (as of December 31, 2023)
  Tonnes
(000s)
Ag g/t Au g/t Ag Eq g/t Ag oz
(000s)
Au oz
(000s)
Ag Eq Oz
(000s)
Proven 299 426 1.17 519 4,090 11.3 4,993
Probable 436 369 0.95 445 5,178 13.3 6,243
Total Proven & Probable 735 392 1.04 476 9,269 24.6 11,237

Notes for Mineral Reserve estimation

1. Guanaceví mineral reserve cut-off grades are based on a 243 g/t silver equivalent for Santa Cruz Sur of Guanaceví, 243 g/t silver equivalent for Santa Cruz, 243 g/t silver equivalent for Milache of Guanaceví and 296 g/t silver equivalent for Porvenir Norte and the El Curso concession of Guanaceví.

2. Guanaceví metallurgical recoveries are 86.8% silver and 91.0% gold.

3. Mining recoveries of 89% were applied for mineral reserve estimate calculations.

4. Minimum mining widths are 0.8 m for mineral reserve estimate calculations.

5. Dilution factor is 24.0% for cut and fill mining and 40.0% for longhole mining, the dilution factors are calculated based on estimates of internal dilution of cameras and external empirical factor dilution.

6. Price assumptions are $23/oz for silver and $1,840/oz for gold.

Bolañitos Mines Project, Guanajuato State, Mexico

The executive summary of the Bolañitos Mines Project attached hereto as Schedule "B" is extracted from the technical report titled "NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico" co-authored by the Company and by Hard Rock Consulting, LLC ("Hard Rock"), a full-service geologic and mine engineering, with an effective date of November 9, 2022 and dated December 14, 2022 (the "Bolañitos Technical Report"). The detailed disclosure on the Bolañitos Mines Project in the Bolañitos Technical Report is incorporated into this AIF by reference and the summary attached as Schedule "B" is subject to all the assumptions, qualifications and procedures set out in the Bolañitos Technical Report. The complete report can be viewed on SEDAR+ at www.sedarplus.ca.


Bolañitos Exploration Update

During 2023, the Company drilled 11,048m in 57 holes to target the El Puertecito and the Fortuna veins in the Golondrinas area located in Bolañitos South. The Company intersected significant mineralization with resource average grades over mineable widths.

The Company invested $8.5 million to develop 4.9 km of underground ramps and access. These exploration results and development activities with previous information were considered and included in an internal updated mineral reserve and resource estimation as of December 31, 2023.

In 2024, the Company plans to invest $8.8 million in capital projects, including $7.3 million for 5.1 km of mine development to access resources in the Plateros- La Luz, Lucero-Karina, and Bolañitos -San Miguel vein systems. The remaining $1.5 million will go to upgrade the mining fleet, support site infrastructure and plant improvements.

Bolañitos Mineral Resource Estimation Update

The channel composite database cut-off date for mineral resource estimation was September 30, 2023, while the cut-off date for exploration drilling used for mineral resource estimation was October 31, 2023.

The Company used criteria of distance from composites and the number of samples to classify the mineral resources into measured, indicated or inferred. Measured mineral resources are those blocks with at least 6 composites, laying within 1/3 of the variogram range (25m x 10m x vein width). Indicated mineral resources are those blocks estimated by at least 2 drill holes or 2 composites laying within 2/3 of the variogram range (50m x 20m x vein width). Inferred mineral resources are those blocks with at least one drill hole laying within 1.5x variogram range (75m x 50m x vein width).

Bolanitos Silver-Gold Measured and Indicated Resources  (as of December 31, 2023)
  Tonnes
(000s)
Ag g/t Au g/t Ag Eq g/t Ag oz
(000s)
Au oz
(000s)
Ag Eq Oz
(000s)
Measured 79 107 2.93 342 274 7.5 873
Indicated 710 102 2.66 314 2,400 62.8 7,427
Total Measured & Indicated 789 105 2.77 327 2,674 70.3 8,301
Inferred 1,442 130 2.18 304 6,169 103.7 14,467
Total Inferred 1,442 130 2.18 304 6,169 103.7 14,467

Notes for Mineral Resource estimation

1. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves.

2. Mineral resources are exclusive of and in addition to mineral reserves.

3. Bolañitos Mineral Resource and Mineral Reserve cut-off grades are based on 156 g/t silver equivalent for La Luz Ramp, 158g/t Silver equivalent for the Lucero Ramp and 156 g/t silver equivalent for San Miguel ramp area, and 164 g/t silver equivalent for the Belen, Karina and Puertecito vein systems.

4. Metallurgical recoveries were 86.2% for silver and 90.2% for gold.

5. Dilution factor and mining recovery for mineral resources are not applied.

6. Price assumptions are $23/oz for silver and $1,840/oz for gold.

Bolañitos Mineral Reserve Estimation Update

The reserve calculation for the Bolañitos mining operation was completed with an effective date of December 31, 2023.


The mining breakeven cut-off grade, which includes internal stope dilution, was utilized to generate the stope designs for defining the reserves. The cut-off is stated as silver equivalent since the ratio between gold and silver is variable and both commodities are sold. The Bolañitos Mineral Resource and Mineral Reserve cut-off grades are based on 164 g/t silver equivalent for Belen, Karina and Puertecito, 156 g/t silver equivalent for La Luz Ramp, 158 g/t Silver equivalent for the Lucero Ramp and 156 g/t silver equivalent for San Miguel ramp area. Metallurgical recoveries were 86.2% silver and 90.2% gold for Bolañitos.

Silver equivalent grade is calculated as the silver grade in addition to gold grade multiplied by 80, taking into account gold and silver prices and expected mill recoveries.

Mineral reserves are derived from measured and indicated resources after applying the economic parameters as previously stated, and utilizing program to generate stope designs for the reserve mine plan. The Bolañitos mineral reserves are derived and classified according to the following criteria:

  • Proven mineral reserves are the economically mineable part of the measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For Bolañitos Project, this applies to blocks located within approximately 15m of existing development and for which Endeavour has a mine plan in place.
  • Probable mineral reserves are those measured or indicated mineral resource blocks which are considered economic and for which Endeavour has a mine plan in place. For the Bolañitos mine project, this is applicable to blocks located a maximum of 25 m to 40 m either vertically or horizontally from development and the drill hole data.
Silver-Gold Proven and Probable Reserves  (as of December 31, 2023)
  Tonnes
(000s)
Ag g/t Au g/t Ag Eq g/t Ag oz
(000s)
Au oz
(000s)
Ag Eq Oz
(000s)
Proven 99 74 2.48 273 235 7.9 865
Probable 360 81 1.98 239 936 22.9 2,765
Total Proven & Probable 459 79 2.08 246 1,171 30.7 3,630

Notes for Mineral Reserve estimation

1. Bolañitos Mineral Resource and Mineral Reserve cut-off grades are based on 164 g/t silver equivalent for Belen, Karina and Puertecito, 156 g/t silver equivalent for La Luz Ramp, 158 g/t Silver equivalent for the Lucero Ramp and 156 g/t silver equivalent for San Miguel ramp area.

2. Bolañitos metallurgical recoveries are 86.2% silver and 90.2% gold.

3. Mining recoveries of 93.5% (La Luz), 91.3% (Lucero), 89.5% (San Miguel), 91.3% (Belen) were applied for mineral reserve estimate calculations.

4. Minimum mining widths are 0.8 m for mineral reserve estimate calculations.

5. Dilution factor is 24% for cut and fill mining, and 40% for longhole mining, the dilution factors are calculated based on estimates of internal dilution of cameras and external empirical factors dilution.

6. Price assumptions are $23/oz for silver and $1,840/oz for gold.

Terronera Project, Jalisco State, Mexico

On May 31, 2023, the Company filed an amended technical report titled "NI 43-101 Technical Report on the Feasibility Study of the Terronera Project, Jalisco State, Mexico - Amended" dated May 15, 2023, with an effective date of September 9, 2021 in respect of the Company's Terronera Project (the "Amended 2021 Terronera Report"). The executive summary of the Terronera Project attached hereto as Schedule "C" is extracted from the Amended 2021 Terronera Report. The detailed disclosure on the Terronera Project in the Amended 2021 Terronera Report is incorporated into this AIF by reference and the summary attached as Schedule "C" is subject to all the assumptions, qualifications and procedures set out in the Amended 2021 Terronera Report. The complete report can be viewed on SEDAR+ at www.sedarplus.ca.


The following sections in the Amended 2021 Terronera Report have been identified as containing incorrect information or requiring clarification.  None of this information is material to the Amended 2021 Terronera Report:

  • AgEq was incorrectly stated as AuEq in note 4 to Table 1-1 and note 4 to Table 1-2 in the executive summary of the Amended 2021 Terronera Report
  • The long-term silver price and the long-term gold price in section 1.15 of the executive summary of the Amended 2021 Terronera Report is an industry consensus. These are different from the silver and gold prices that were actually used for the economic analysis in the Amended 2021 Terronera Report.

Construction and Development Activities

Following a thorough risk analysis conducted throughout the latter part of 2023, the Company updated the initial capital cost, schedule and execution plan on January 24, 2024. The Company anticipates that the schedule will remain in line with previous guidance, with initial production anticipated to start in the fourth quarter of 2024. While the Company successfully locked in pricing for much of the mine and plant equipment with early purchases, market trends persisted with ongoing inflation, foreign exchange pressures related to a stronger Mexican Peso, and tight supply for equipment and bulk material. To ensure that cost pressures were properly quantified, a comprehensive review of the remaining cost-to-complete was completed with forecasted initial capital costs now estimated to be $271 million.

During 2023, the Company continued progress on construction and development activities at the Terronera Project. As of December 31, 2023, site works and activities to date have included, but are not limited to:

  • Safety - Our strong safety focus at site continues: The Project finished 2023 with 172 days totaling over 600,000 manhours with no lost-time accidents.
  • Progress - Overall project progress reached 43% completion including a 3% reduction due to the adjusted weighting related to the 2024 Updated Scenario. The project remains on track for commissioning in Q4 2024.
  • Engineering - Detail engineering for the mill and infrastructure began transitioning to construction support towards the end of 2023. Excavation designs for the Lower Platform and detail design for Tailings Storage Facility ("TSF") have been advanced using supplemental geotechnical investigation results obtained in Q4 2023.
  • Mine Development - Over 2,200 metres of underground development were completed in 2023. The in-house mining team has been successfully transitioning from using contracted to direct-hire labor with greater development efficiencies. Development was focused on Portal 1, 2 and 4 declines for accessing ore and setting up the main ventilation circuit and haulage way; the Portal 4 incline broke through to surface and preparations are underway to complete the portal structure in Q1 2024.
  • Plant Site - Surface mill and infrastructure construction is now almost 50% complete; concrete works were well advanced to allow the start of vertical construction in early Q1 2024. The electromechanical contract was awarded and mobilization commenced.
    • Primary Crusher - Concrete has been completed for the jaw crusher foundation and the perimeter walls, including backfill and compaction.
    • Course Ore Stockpile and Reclaim Tunnel - The Coarse Ore Stockpile support walls have been completed along with the roof including the feeder chute imbeds. For the reclaim tunnel, concrete has been completed for two major roof sections with two sections remaining.
    • Grinding - The concrete of the grinding area is nearly complete and being prepared for release to the general contractor to begin structural steel and mechanical installations.
    • Flotation - The concrete of the flotation cell pedestals is nearly complete and being prepared for release to the general contractor to begin structural steel and mechanical installations.
    • Thickener - The thickener tank support pedestals were completed and was backfill initiated. Concrete work has been started for the raw water, process water, thickener surge, and concentrate storage tank pedestals and foundations.

  • Lower Facilities Platform and TSF - Access road construction has commenced from the Lower Platform and TSF area to the Upper Mill Platform.
  • Procurement - Focused on procuring bulk materials, including structural steel, piping, and electrical cable following a comprehensive scheduling for delivery that tracks construction requirements.
  • Community Relations - Supporting the local municipality has continued to be a major focus with sponsoring cultural and community activities in the area.
  • Environmental - Environmental and social assessment initiatives continue according to schedule as outlined under the Equator Principal requirements for project loan financing.

Terronera Exploration Update

At Terronera, region geological mapping and general exploration activities were conducted primarily in the Real Alto and Cerro de Oro areas for a cost of $0.6 million.

Pitarrilla Project, Durango State, Mexico

On March 29, 2023, the Company filed an amended technical report for the Pitarrilla Project titled "Mineral Resource Estimate for the Pitarrilla Ag-Pb-Zn Project, Durango State, Mexico" prepared by SGS Geological Services Inc., dated March 15, 2023, with an effective date of October 6, 2022 (the "2022 Pitarrilla Technical Report"). The executive summary of the Pitarrilla Project attached hereto as Schedule "D" is extracted from the 2022 Pitarrilla Technical Report. The detailed disclosure on the Pitarrilla Project in the 2022 Pitarrilla Technical Report is incorporated into this AIF by reference and the summary attached as Schedule "D" is subject to all the assumptions, qualifications and procedures set out in the 2022 Pitarrilla Technical Report. The complete report can be viewed on SEDAR+ at www.sedarplus.ca.

Pitarrilla Exploration Update

During 2023, the Company conducted underground development to advance the kilometre long decline and lateral drifts that will be used to drill 6,000 metres to test the resources at various angles and conduct geological mapping. The Company invested $3.4 million on these activities.

In 2024, management plans to invest $5.1 million on several initiatives. The largest portion of the expenditures relates to ramp fortification costs to continue advancement of an underground drive that will be used as a drilling platform. During 2023, the drive was redirected due to ground condition, which increased the development estimate. The Company plans to drill 6,000 metres to test the high-grade zone and its feeder structures at various angles from the newly extended and improved ramp. Additional plans include continued maintenance of the office and camp, scoping studies and additional underground infrastructure.

Non-Material Properties

The Company continually evaluates additional silver and gold prospects in Mexico, Chile and the USA, which includes acquiring and disposing of rights to greenfield and brownfield mineral concessions. Currently, three exploration projects are being advanced - Parral (Mexico), Bruner (USA), and Aida (Chile). The following properties are presently in the exploration stage. These properties are not considered by the Company to be material for the purposes of this AIF.

Parral Properties, Chihuahua State, Mexico

In October 2016, the Company acquired a 100% interest in the Parral properties located in the historic silver mining district of Hidalgo de Parral in southern Chihuahua state, Mexico. SGM, the Mexican Geological Survey, estimates historic production of approximately 250 million oz of silver from this district. The properties cover 3,432 ha, across three large properties, Veta Colorada, La Pamilla and San Patricio. These properties are accessible by paved highway and a well maintained gravel road only five km north of the city of Hidalgo Del Parral. The area has excellent infrastructure including grid power, water, labour, services and three nearby 500 tpd plants.


In 2019, the Company completed 25 surface and underground drill holes to test an area 600 m long by 500 m deep in and around the Sierra Plata mine workings in the Sierra Plata mine on the Veta Colorada vein system. The Veta Colorada (including the Sierra Plata and El Verde mines) was a past producing mining operation owned by Grupo Mexico that closed in 1991 due to the low silver price. The Veta Colorada is a major silver vein structure that ranges from 1 to 30 m thick (average 5-10 m), was mined on 7 levels down to 300 m depths below surface in places and has been traced for 7 km. Several drill holes intersected two mineralized zones, the Veta Colorada and the HW Veta Colorada in the hanging wall, with a total true width of mineralization up to 16.5 m in hole VCU-17.

Due to the COVID-19 pandemic, the Company suspended the Parral drill programs in early 2020 and resumed drilling in March 2021, completing 80 holes totaling 18,245 m, with a total cost of $2.6 million targeting various areas of the Colorada vein in 2021. During 2022, the Company drilled 49 holes totaling 12,355 metres with a cost of $2.1 million targeting various areas of the Veta Colorada and San Patricio veins. Drilling confirmed expectations in a number of areas, intersecting significant mineralization with meaningful vein widths. During 2023, the Company drilled 29 holes totaling 7,626 metres, with a cost of $1.6 million to continue targeting various areas of Veta Colorada. We have extended systems in the Sierra Plata, El Verde and San Joaquin areas and the San Patricio vein system. The additional drilling is expected to support the commencement of preliminary economic studies.

The current resource estimate consists of an indicated mineral resource of 433,000 tonnes grading 271 gpt silver for an estimated 3.8 million silver ounces and an inferred mineral resource of 3,180,000 tonnes grading 322 gpt silver and 0.21 gpt gold for an estimated 321.9 million silver ounces and 21,700 gold ounces. The 2021 and 2022 drill results are not included as part the current mineral resource estimate.

Aida Project, Chile

The Aida project is located in northern Chile Region II along the Argentina border, 180 km southeast of Calama and 60 km southwest of SSR's Pirquitas mine in northern Argentina, accessible by paved highway and dirt road. The town of San Pedro de Atacama is about 110 km west of Aida and has modern infrastructure with a natural gas pipeline that follows the highway, within 22 km of the property. The project concessions covers 7,900 ha total, consisting of three 100% optioned mineral concessions which cover a small historic mine, surrounded by 30 new mineral concessions staked by the Company. The project covers a 4 km long x 2 km wide, argillic-phyllic-silicic alteration zone within dacite-andesite tuffs, breccias, flows, siltstones, sandstones and conglomerates intruded by a Miocene rhyo-dacite dome. A drilling program is pending.

Guadalupe y Calvo project, Chihuahua State, Mexico

On February 1, 2021, the Company granted an option to purchase a 100% interest in its Guadalupe y Calvo gold-silver exploration project in Chihuahua, Mexico to Ridgestone Mining Inc. ("Ridgestone"). Pursuant to the terms of the option agreement, Ridgestone has the right to acquire a 100% interest in the project through payments over a four-year period of $1.5 million in cash and $1.75 million in shares based on the 20-day volume weighted average price of the shares preceding each issuance, plus $0.75 million in exploration expenditures, for a total commitment of $4 million. On August 1, 2023, Ridgestone provided notice of termination of this option agreement.


ITEM 5:              DIVIDENDS

5.1 Dividends

The Company has not declared any dividends during the past three fiscal years ended December 31, 2023. The Company otherwise has no present intention of paying dividends on its common shares as it anticipates that all available funds will be invested to finance further acquisition, exploration and development of its mineral properties.

ITEM 6:              DESCRIPTION OF CAPITAL STRUCTURE

6.1 General Description of Capital Structure

The Company's authorized share capital is comprised of an unlimited number of common shares without par value. All common shares of the Company rank equally as to voting rights, dividends and participation in the distribution of assets upon dissolution, liquidation or winding-up and in all other respects. Each share carries one vote per share at meetings of the shareholders of the Company.

The following table provides a summary concerning the Company's share capital as of December 31, 2023:

 

December 31, 2023

Authorized share capital

Unlimited number of common shares without par value

Number of shares issued and outstanding

217,245,492 common shares without par value

As at March 8, 2024, the Company has 233,107,044 common shares issued and outstanding.

6.2 Constraints

The Company is not aware of any constraints imposed on the ownership of its securities to ensure that the Company has a required level of Canadian ownership.

6.3 Ratings

The Company is not aware of any ratings, including provisional ratings, from rating organizations for the Company's securities that are outstanding and continue in effect.

ITEM 7:              MARKET FOR SECURITIES

7.1 Trading Price and Volume

The Company's common shares are listed for trading on the TSX under the symbol "EDR" and on the NYSE under the symbol "EXK".


The following table sets forth the price ranges and volume traded of the common shares of the Company for each month in 2023 on the TSX, the Canadian marketplace on which the greatest volume of trading or quotation for the common shares generally occurs.

Month

High
(Cdn.$)

Low
(Cdn.$)

Volume Traded

December 2023

3.06

2.57

11,169,336

November 2023

3.14

2.53

9,204,358

October 2023

3.59

2.93

4,799,419

September 2023

3.95

3.11

3,194,826

August 2023

4.60

3.72

4,090,244

July 2023

5.11

3.68

5,351,491

June 2023

4.46

3.63

3,604,833

May 2023

5.91

4.16

6,265,391

April 2023

6.08

5.15

6,509,620

March 2023

5.37

3.87

5,115,917

February 2023

4.85

3.89

6,000,052

January 2023

5.18

4.47

8,553,508

The following table sets forth the price ranges and volume traded of the common shares of the Company for each month in 2023 as reported by the NYSE. The data includes common shares sold through the NYSE in connection with the June 2023 ATM Facility and the December 2023 ATM Facility and common shares sold through certain quotation systems in the United States.

Month

High
(U.S.$)

Low
(U.S.$)

Volume Traded

December 2023

2.26

1.90

107,062,151

November 2023

2.31

1.83

76,560,157

October 2023

2.64

2.11

51,695,218

September 2023

2.92

2.30

38,547,770

August 2023

3.44

2.74

41,029,540

July 2023

3.89

2.75

50,398,011

June 2023

3.32

2.73

41,496,333

May 2023

4.36

3.05

49,699,277

April 2023

4.55

3.82

59,911,270

March 2023

3.97

2.79

37,079,441

February 2023

3.65

2.86

37,607,064

January 2023

3.89

3.27

42,777,247

7.2 Prior Sales

The following table summarizes the issuances of stock options, performance share units ("PSUs"), and deferred share units ("DSUs") by the Company for the year ended December 31, 2023:



Date of Issue

Number of
Securities

Exercise Price

Cdn$

Type of
Security

March 7, 2023

991,000

4.12

Stock Options

March 7, 2023

423,000

4.12

PSUs

March 7, 2023

199,338

4.12

DSUs

March 31, 2023

4,083

4.89

DSUs

June 14, 2023

88,000

4.08

Stock Options

June 14, 2023

48,000

4.08

PSUs

June 30, 2023

5,816

3.73

DSUs

September 30, 2023

7,283

3.29

DSUs

December 31, 2023

8,962

2.67

DSUs

ITEM 8:              ESCROWED SECURITIES

8.1 Escrowed Securities

To the Company's knowledge, as at December 31, 2023, there were no escrowed common shares of the Company or common shares of the Company subject to contractual restriction on transfer.

ITEM 9:              DIRECTORS AND OFFICERS

9.1 Name, Occupation and Security Holding

The following is a list of the current directors and executive officers of the Company, their province/state and country of residence, their current positions with the Company and their principal occupations during the five preceding years. Each director is elected to serve until the next annual general meeting of shareholders or until his successor is elected or appointed, or unless his office is earlier vacated under any of the relevant provisions of the articles of the Company or the Business Corporations Act (British Columbia).

Name and
Province/State and
Country of Residence
Position Date of
Appointment as
Director
Principal Occupation During
Five Preceding Years
Rex McLennan(2)(3)(4)
British Columbia, Canada
Director, Chairman June 12, 2007 Corporate Director and former Director of several public mineral exploration and mining companies.
Mario D. Szotlender(1)(2)(4)
Caracas, Venezuela
Director July 25, 2002 Independent Consultant and Director of several public mineral exploration and mining companies.
Ricardo Campoy(1)(3)(5)
New York, USA
Director July 9, 2010 Senior Advisor, Capstone Partners and Managing Director of HeadwatersMB.
Ken Pickering(1)(3)(4)(5)
British Columbia, Canada
Director August 20, 2012 Independent Director of several public mineral exploration and mining companies.



Name and
Province/State and
Country of Residence
Position Date of
Appointment as
Director
Principal Occupation During
Five Preceding Years
Margaret Beck (2)(3)(5)
Arizona, USA
Director May 7, 2019 Retired since January 2019, Vice President Finance Minerals Australia, BHP Billiton from April 2016 to January 2019, VP Finance Iron Ore, BHP Billiton from October 2013 to March 2016.
Amy E. Jacobsen(3)(4)(5)
South Carolina, USA
Director January 3, 2022 President of Windward Consulting LLC since 2007; Director of Behre Dolbear Group Inc from October 2016 to July 2019; Corporate Treasurer of Behre Dolbear Group from July 2019 to December 2022.
Daniel Dickson
British Columbia, Canada
Director and Chief Executive Officer May 12, 2021 Chief Executive Officer of Endeavour since May 2021; Chief Financial Officer of Endeavour from February 2009 to May 2021.
Christine West
British Columbia, Canada
Director May 23, 2023 Former Chief Financial Officer of Endeavour from May 2021 to December 2023, Vice President Controller of Endeavour from March 2017 to May 2021.
Donald Gray
Tennessee, USA
Chief Operating Officer N/A Chief Operating Officer of Endeavour since September 2020 and Chief Operating Officer of Continental Gold Inc from June 2015 to March 2020.
Luis Castro
Durango, Mexico
Senior Vice President, Exploration N/A

Senior Vice President, Exploration of Endeavour since January 1, 2023 and Vice-President of Endeavour.

Gregory Blaylock
Colorado, USA
Vice President, Operations, Mexico N/A Vice President, Operations, Mexico of Endeavour since June 14, 2023. Mine Engineering & Management Consultant February 2023 to June 2023; General Manager of Cobre del Mayo, SA de CV from October 2019 to November 2022; Engineering and Project Manager at JDS Energy and Mining from November 2010 to October 2019.
Dale Mah
British Columbia, Canada
Vice President of Corporate Development N/A Vice President of Corporate Development of Endeavour since June 2016.



Name and
Province/State and
Country of Residence
Position Date of
Appointment as
Director
Principal Occupation During
Five Preceding Years
Elizabeth Senez
British Columbia, Canada
Chief Financial Officer N/A Chief Financial Officer of Endeavour since January 1, 2024; CFO of Torq Resources Inc. from July 2020 to December 2023; CFO of Coppernico Metals Inc. from October 2020 to August 2021; CFO of Tier One Silver Inc. from October 2020 to August 2021; CFO of Auryn Resources Inc. from July 2020 to November 2020; Group Treasurer of First Quantum Minerals Ltd from March 2019 to June 2020.
 
Galina Meleger
British Columbia, Canada
Vice President, Investor Relations N/A Vice President of Investor Relations of Endeavour since July 2021, Director of Investor Relations of Endeavour October 2017 to July 2021.

(1) Member of Compensation Committee

(2) Member of Corporate Governance and Nominating Committee

(3) Member of Audit Committee

(4) Member of Sustainability Committee

(5) Terronera Special Committee

As at March 8, 2024, the directors and executive officers of the Company as a group beneficially owned, or controlled or directed, directly or indirectly, an aggregate of 533,424 common shares of the Company, representing approximately 0.23% of the issued and outstanding common shares of the Company.

9.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as disclosed herein, no director or executive officer of the Company is, as at the date of this AIF, or has been, within the ten years preceding the date of this AIF, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, when such order was issued while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company, or

(b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after such person ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while the person was acting in the capacity of a director, chief executive officer or chief financial officer of the relevant company.


Mario Szotlender is a director of Fortuna Silver Mines Inc. ("Fortuna") and was a director of Fortuna when a management cease trade order was issued by the British Columbia Securities Commission ("BCSC") on April 3, 2017 against the CEO and CFO of Fortuna in connection with Fortuna's failure to timely file financial statements, related management discussion and analysis and an annual information form for its financial year ended December 31, 2016. Fortuna reported that the delay in the filing of these documents was due to pending resolution of a regulatory review of certain of the Company's filings by the United States Securities and Exchange Commission. On May 25, 2017, the BCSC revoked this management cease trade order after Fortuna filed the required records.

Ricardo Campoy was Chairman and a director of General Moly, Inc. ("General Moly") and held such positions on November 20, 2020 when the Ontario Securities Commission issued a cease trade order ("CTO") in respect of the securities of General Moly as a result of General Moly's failure to file by the filing deadline its interim financial statements for the quarter ended September 30, 2020, the related management's discussion and analysis, and the required related certifications. The CTO was applicable in all jurisdictions in Canada in which General Moly is a reporting issuer with certain exemptions for beneficial holders of General Moly's securities. The TSX delisted General Moly's common stock effective at the close of market on December 29, 2020.

Other than as disclosed herein, no director or executive officer of the Company or any shareholder holding a sufficient number of common shares of the Company to affect materially the control of the Company:

(a) is, as at the date of this AIF, or has been, within the ten years preceding the date of this AIF, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets,

(b) has, within the ten years preceding the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that person,

(c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or

(d) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision regarding the Company.

Ricardo Campoy was Chairman and a director of General Moly and held such positions on November 18, 2020 when General Moly filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Colorado (the "Bankruptcy Court"). General Moly announced on October 1, 2020 that NYSE American had suspended the trading of General Moly's common stock. The OTC Pink Open Market in the United States also halted trading in General Moly's common stock on November 17, 2020. The TSX delisted General Moly's common stock effective at the close of market on December 29, 2020. On March 31, 2021, General Moly announced that, on March 30, 2021, the Bankruptcy Court issued an order confirming General Moly's Chapter 11 plan of reorganization and that, under the plan of reorganization, General Moly's assets would be transferred to a new venture and the existing equity interests in General Moly would be cancelled. In connection with that order, Mr. Campoy resigned as a director of General Moly effective March 31, 2021.

Margaret Beck was an alternate director of Samarco Mineração S.A's ("Samarco"), an entity in which BHP Billiton holds a 50% interest, when a dam failure occurred on November 5, 2015 at Samarco's iron ore operation in Minas Gerais, Brazil. The Ministerio Público Federal of Brazil (Federal Prosecutors Office) has filed criminal charges before the Federal Court of Ponte Nova against BHP Billiton Brasil Ltda ("BHP Billiton Brasil") as well as eight current or former employees of BHP or BHP Billiton Brasil, including Ms. Beck. On August 6, 2019 a habeas corpus petition filed on behalf of Ms. Beck was granted and the entire criminal case against her was dismissed. The Federal Prosecutors Office has appealed this decision and the appeal process is pending.


9.3 Conflicts of Interest

The Company's directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In accordance with the laws of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

The directors and officers of the Company are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosure by the directors of conflicts of interest and the Company will rely upon such laws in respect of any directors' and officers' conflicts of interest in or in respect of any breaches of duty by any of its directors and officers. All such conflicts will be disclosed by such directors or officers in accordance with the Business Corporations Act (British Columbia) and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

To the best of its knowledge, the Company is not aware of any such conflicts of interest.

ITEM 10:              PROMOTERS

Since January 1, 2022, no person or company has acted as a promoter of the Company.

ITEM 11:              LEGAL PROCEEDINGS

11.1 Legal Proceedings

Other than discussed below, there are no material legal proceedings in the Company's last fiscal year to which the Company is a party or to which any of its property is subject, and there are no such proceedings known to the Company to be contemplated.

Minera Santa Cruz y Garibaldi SA de CV ("MSCG"), a subsidiary of the Company, received a MXN 238 million assessment on October 12, 2010 by Mexican fiscal authorities for failure to provide the appropriate support for certain expense deductions taken in MSCG's 2006 tax return, failure to provide appropriate support for loans made to MSCG from affiliated companies, and deemed an unrecorded distribution of dividends to shareholders, among other individually immaterial items. MSCG immediately initiated a Nullity action and filed an administrative attachment to dispute the assessment.

In June 2015, the Superior Court ruled in favour of MSCG on a number of the matters under appeal; however, the Superior Court ruled against MSCG for failure to provide appropriate support for certain deductions taken in MSCG's 2006 tax return. In June 2016, the Company received a MXN 122.9 million ($7.2 million) tax assessment based on the June 2015 ruling. The 2016 tax assessment is comprised of MXN 41.8 million in taxes owed ($2.5 million), MXN 17.7 million ($1.0 million) in inflationary charges, MXN 40.4 million ($2.4 million) in interest and MXN 23.0 million ($1.4 million) in penalties. The 2016 tax assessment was issued for failure to provide the appropriate support for certain expense deductions taken in MSCG's 2006 tax return and failure to provide appropriate support for loans made to MSCG from affiliated companies and includes interest and penalties.


The Company filed an appeal against the June 2016 tax assessment on the basis that certain items rejected by the courts were included in the new tax assessment and a number of deficiencies exist within the assessment. Since issuance of the assessment interest charges of MXN 19.6 million ($1.2 million) and inflationary charges of MXN 29.3 million ($1.7 million) has accumulated.

Included in the Company's consolidated financial statements, are net assets of $964,000, held by MSCG. Following the Tax Court's rulings, MSCG is in discussions with the tax authorities with regards to the shortfall of assets within MSCG to settle its estimated tax liability. An alternative settlement option would be to transfer the shares and assets of MSCG to the tax authorities. The Company recognized an allowance for transferring the shares and assets of MSCG amounting to $964,000 in a prior year. The Company is currently assessing MSCG's settlement options based on ongoing court proceedings and discussion with the tax authorities. The Company has been advised that the appeal filed with the Federal Tax Court, and the Supreme Court of Justice, against the June 2016 tax assessment has been rejected. The Company continues to assess MSCG's settlement options.

Compania Minera Del Cubo SA de CV ("Cubo"), a subsidiary of the Company, received an MXN 58.5 million ($2.9 million) assessment in 2019 by Mexican fiscal authorities for failure to provide the appropriate support for depreciation deductions taken in the Cubo 2016 tax return and denied deductions of certain suppliers. The tax assessment consists of MXN 24.1 million ($1.2 million) for taxes, MXN 21.0 million ($1.1 million) for penalties, 10.4 million ($0.5 million) for interest and MXN 3.0 million ($0.1 million) for inflation. At the time of the tax assessment the Cubo entity had and continues to have sufficient loss carry forwards which would be applied against the assessed difference of taxable income. The Mexican tax authorities did not consider these losses in the assessment.

Due to the denial of certain suppliers for income tax purposes, the invoices are deemed ineligible for refunds of IVA paid on the invoices. The assessment includes MXN 14.7 million ($0.7 million) for re-payment of IVA (value added taxes) refunded on these supplier payments. In the Company's judgement the suppliers and invoices meet the necessary requirements to be deductible for income tax purposes and the recovery of IVA.

The Company has filed an administrative appeal related to the 2016 Cubo Tax assessment. Cubo had previously provided a lien on certain El Cubo mining concessions during the appeal process. To facilitate the sale of the El Cubo mine and related assets, the Company elected to pay the assessed amount of $3.5 million during Q1, 2021. During the appeal process the amount paid has been classified as a non-current income tax recoverable. From issuance of the assessment to payment, interest charges of MXN 9.9 million ($0.5 million) and inflationary charges of MXN 1.6 million ($0.1 million) had accumulated. The Company continues to assess that it is probable that its appeal will prevail, and no provision is recognized in respect to the Cubo tax assessment.

11.2 Regulatory Actions

During the year ended December 31, 2023, there were no penalties or sanctions imposed against the Company by a court relating to securities legislation or by a securities regulatory authority and there were no settlement agreements that the Company entered into before a court relating to securities legislation or with a securities regulatory authority. Except as described in item 11.1, there are no other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision.


ITEM 12:              INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

12.1 Interest of Management and Others in Material Transactions

None of the following persons or companies has had any material interest, direct or indirect in any transaction since January 1, 2021 that has materially affected or is reasonably expected to materially affect the Company:

(a) a director or executive officer of the Company;

(b) a person or company that beneficially owns, or controls or directs, directly or indirectly more than 10% of any class or series of the outstanding voting securities of the Company; and

(c) an associate or affiliate of any of the persons or companies referred to in the above paragraphs (a) or (b).

The Company's directors and officers may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. The interests of these companies may differ from time to time. See "Risk Factors - Potential Conflicts of Interest" and "Directors and Officers - Conflicts of Interest".

ITEM 13:              TRANSFER AGENT AND REGISTRAR

13.1 Transfer Agent and Registrar

The transfer agent and registrar for the common shares of the Company is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

ITEM 14:              MATERIAL CONTRACTS

14.1 Material Contracts

Other than the following contracts, there are no contracts that are material to the Company that were entered into during the financial year ended December 31, 2023 or prior thereto but which are still in effect, (other than contracts entered into in the ordinary course of business of the Company):

(a) Sales Agreement dated June 27, 2023 among the Company, BMO Capital Markets Corp. (the lead agent), CIBC World Markets Inc., TD Securities (USA) LLC, H.C. Wainwright & Co., LLC, B. Riley Securities, Inc., Raymond James (USA) Ltd. and National Bank of Canada Financial, Inc relating to the June 2023 ATM Facility;

(b) Sales Agreement dated December 18, 2023 among the Company, BMO Capital Markets Corp. (the lead agent), TD Securities (USA) LLC, CIBC World Markets Inc., Raymond James (USA) Inc., B. Riley Securities Inc., H.C. Wainwright & Co. LLC, A.G.P./Alliance Global Partners and Stifel Nicolaus Canada Inc. relating to the December 2023 ATM Facility;

(c) Debt Facility dated October 6, 2023, through the Company's wholly-owned subsidiary, Terronera Precious Metals S.A de C.V, with Societe Generale and ING Capital LLC (together with ING Bank N.V.) for a senior secured debt facility for up to $120 million to be used towards the construction and development at the Company's Terronera Project.

ITEM 15:              INTERESTS OF EXPERTS

15.1 Names of Experts

The technical report titled “NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico” dated December 14, 2022, with an effective date of November 5, 2022, was prepared by and Richard A. Schwering, P.G., SME-RM of Hard Rock Consulting, LLC, Dale Mah, P.Geo., Vice President, Corporate Development of Endeavour and Donald P. Gray, SME-RM, Chief Operating Officer of Endeavour.


The technical report titled “NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico” dated December 14, 2022, with an effective date of November 9, 2022, was prepared by and Richard A. Schwering, P.G., SME-RM of Hard Rock Consulting, LLC, Dale Mah, P.Geo., Vice President, Corporate Development of Endeavour and Donald P. Gray, SME-RM, Chief Operating Officer of Endeavour.

The technical report titled “NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended” dated May 15, 2023, with an effective date of September 9, 2021, was prepared by Dale Mah, P.Geo., Vice President, Corporate Development of Endeavour and by Wood Canada Limited (“Wood”) and WSP Group, Inc. (“WSP”) under the direction of the following Independent Qualified Persons: Henry Kim, P.Geo. (Wood); William Bagnell, P.Eng.(Wood); James Tod, P. Eng. (WSP);  Alan Drake, P.L Eng. (Wood); Kirk Hanson, P.E. (KH Mining LLC); Paul Ivancie, P.G.(WSP); and Humberto Preciado, P.E. (WSP).

The amended technical report titled “Mineral Resource Estimate for the Pitarrilla Ag-Pb-Zn Project, Durango State, Mexico”, dated March 15, 2023, with an effective date of October 6, 2022, was prepared by Allan Armitage, Ph. D., P. Geo., of SGS Geological Services (“SGS”).

Richard A. Schwering, P.G., SME-RM of Hard Rock Consulting LLC is the Qualified Person who reviewed and approved the technical information contained in the Updated Company Mineral Reserve and Resource Estimates of the Guanaceví Mine and the Bolañitos Mine as of December 31, 2023. Dale Mah has reviewed and approved the balance of the technical and scientific information contained in this AIF.

15.2 Interests of Experts

KPMG LLP is the auditor of the Company and has confirmed with respect to the Company that it is independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations under all relevant United States professional and regulatory standards.

To the best of the Company's knowledge, other than [Mr. Mah and] Mr. Gray, the other experts named in Item 15.1 did not have any registered or beneficial interest, direct or indirect, in any securities or other property of the Company when the experts prepared their respective reports or afterwards, nor will they receive any such interest. Mr. Mah holds, directly or indirectly, options to acquire 194,200 common shares of the Company and 78,000 performance share units (each convertible into common shares of the Company). Mr. Gray holds, directly or indirectly, options to acquire 393,000 common shares of the Company and 178,000 performance share units (each convertible into common shares of the Company).

ITEM 16:              ADDITIONAL INFORMATION

16.1 Additional Information

Additional information relating to the Company may be found on SEDAR+ at www.sedarplus.ca. Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Company's securities and securities authorized for issuance under equity compensation plans, if applicable, is contained in the Company's Information Circular for its most recent Annual General Meeting of shareholders held on May 23, 2023. Additional financial information is also provided in the Company's financial statements and management's discussion and analysis for its most recently completed financial year ended December 31, 2023.


16.2 Audit Committee

1. The Audit Committee's Charter

National Instrument 52-110 - Audit Committees ("NI 52-110") requires every issuer to disclose certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth below. A copy of the Company's Audit Committee Charter is set out in Schedule "E" to this AIF.

2. Composition of the Audit Committee

The Company's audit committee is comprised of five directors, as set forth below:

Rex McLennan

Ricardo Campoy

Ken Pickering

Margaret Beck

Amy Jacobsen

As defined in NI 52-110, Rex McLennan, Ken Pickering, Ricardo Campoy, Margaret Beck and Amy Jacobsen are "independent" directors. The Company therefore meets the requirement in NI 52-110 that all audit committee members be independent directors.

All members of the audit committee are financially literate.

3. Relevant Education and Experience

Rex McLennan - Mr. McLennan holds a Master of Business Administration degree (Finance & Accounting) from McGill University and a Bachelor of Science degree (Mathematics & Economics) from the University of British Columbia. Mr. McLennan has an ICD.D designation with the Canadian Institute of Corporate Directors. Mr. McLennan was a past Chief Financial Officer of Viterra Inc., a major global agricultural commodity company, and from 1997 to 2005, he was the Executive Vice President and Chief Financial Officer of Placer Dome Inc., a major global mining company. In his earlier career in the oil and gas industry he held positions of increasing responsibility in business planning, finance and treasury for Imperial Oil, a publicly traded Canadian subsidiary of Exxon Corporation.

Ricardo Campoy - Mr. Campoy has a Bachelor of Science in Mine Engineering from the Colorado School of Mines and a Master of International Management (Finance) from the American Graduate School of International Management. Mr. Campoy has over 30 years of experience as a mine engineer, investment banker and financial advisor for the resource industry, financial institutions and investment funds.

Ken Pickering - Mr. Pickering is a professional engineer and mining executive with more than 50 years of experience working in the natural resource sector building and managing major mining operations in Canada, Chile, Australia, Peru and the United States. Mr. Pickering has held independent director positions with Teck Resources, Taseko Mines and Northern Dynasty Minerals. Mr. Pickering previously held a number of positions worldwide over a 39 year career with BHP Billiton Base Metals including President of Minera Escondida Ltda. and was intimately involved in the planning, development, initial operation and subsequent expansion phase of the Escondida copper project. He is a graduate of the University of British Columbia (BASc) and AMP Harvard Business School.

Margaret Beck - Ms. Beck has a Bachelor of Science in Business Administration, Accounting from the University of Arizona, Tucson and has over 30 years of experience in the mining industry. Prior to retirement, Ms. Beck ascended the ranks with global conglomerate BHP, at different levels of the organization including executive, regional and operational levels across four countries. Ms. Beck held multiple senior executive positions with BHP including Vice President Finance Minerals Australia, Vice President Finance Iron Ore, Vice President Finance Mineral Exploration and Vice President Finance Base Metals.


Amy Jacobsen - Ms. Jacobsen has a Bachelor of Science in Metallurgical Engineering from the Colorado School of Mines and a Master of Business Administration from the Executive MBA program at the University of Denver. Ms. Jacobsen has over 30 years of diverse global experience and was recognized among the 100 Global Inspirational Women in Mining 2020. Ms. Jacobsen is a Qualified Professional in metallurgy through the Mining and Metallurgical Society of America, a registered Professional Engineer in the state of Colorado and an Associate Member of the International Institute of Mineral Appraisers.

4. Reliance on Certain Exemptions

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the following exemptions or provisions under NI 52-110:

(a) the exemption in section 2.4 (De Minimis Non-audit Services),

(b) the exemption in section 3.2 (Initial Public Offerings),

(c) the exemption in subsection 3.3(2) (Controlled Companies)

(d) the exemption in section 3.4 (Events Outside Control of Member),

(e) the exemption in section 3.5 (Death, Disability or Resignation of Audit Committee Member), or

(f) the exemption in section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances)

(g) section 3.8 (Acquisition of Financial Literacy),

(h) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

5. Audit Committee Oversight

At no time since the commencement of the Company's most recently completed financial year has a recommendation of the audit committee to nominate or compensate an external auditor not been adopted by the Board of Directors.

6. Pre-Approval Policies and Procedures

The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company's Board of Directors and, where applicable, by the audit committee, on a case-by-case basis.

7. External Auditor Service Fees (By Category)

Set forth below are details of certain service fees paid to the Company's external auditor in each of the last two fiscal years for audit services:

 
Financial Year End
 
Audit Fees(1)
Audit-related
Fees(2)
 
Tax Fees(3)
 
All Other Fees(4)
December 31, 2023 Cdn.$1,069,845* Nil Nil Nil
December 31, 2022 Cdn.$914,934* Nil Nil Nil

(1) Relates to fees for audit services.

(2) Relates to fees for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees".

(3) Relates to fees for professional services rendered by the Company's external auditor for tax compliance, tax advice, and tax planning.

(4) Relates to fees for products and services provided by the Company's external auditor other than the services reported under the other categories.


SCHEDULE “A”

Endeavour Silver Corp.  NI 43-101 Technical Report
Guanaceví Project   Executive Summary

1. EXECUTIVE SUMMARY

1.1 Introduction

This report provides updated information on the operation of the Guanacevi Project, including an updated Mineral Resource and Mineral Reserve estimate. The information will be used to support disclosures in Endeavour Silver's Annual Information Form (AIF). Units used in the report are metric units unless otherwise noted. Monetary units are in United States dollars (US$) unless otherwise stated. This report was prepared in accordance with the requirements and guidelines set forth in National Instrument 43-101 (NI43-101), Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. The mineral resource and mineral reserve estimates reported here are based on all available technical data and information as of May 31, 2022.

1.2 Property Description and Ownership

The Guanaceví Project is in the northwest portion of the Mexican state of Durango, approximately 3.6 km west of the town of Guanaceví and 260 km northwest of the capital city of Durango. The approximate geographic center of the Project is 105°58'20"W longitude and 25°54'47"N latitude. At present, the Project is comprised of 51 mineral concessions for a total property area of 4,171.5546 ha.

EDR controls the Guanaceví Project through its 100% owned Mexican subsidiary, Endeavour Gold Corporation S.A. de C.V. (Endeavour Gold). Endeavour Gold holds the project through its two 100% owned subsidiaries, Minera Plata Adelante S.A. de C.V. (Minera Plata Adelante) and Refinadora Plata Guanaceví S.A. de C.V. (Refinadora Plata Guanaceví).

1.3 Geology and Mineralization

The Guanaceví silver-gold district hosts classic, high-grade silver-gold, epithermal vein deposits characterized by low sulphidation mineralization and adularia-sericite alteration. The Guanaceví veins are typical of many epithermal silver-gold vein deposits in Mexico in that they are primarily hosted in the Tertiary Lower Volcanic series of andesite flows, pyroclastics and epiclastics, overlain by the Upper Volcanic series of rhyolite pyroclastics and ignimbrites. Evidence is accumulating in the Guanaceví mining district that the mineralization is closely associated with a pulse of silicic eruptions that either signaled the end of Lower Volcanic Sequence magmatism or the onset of Upper Volcanic Sequence activity.

Mineralization at Guanaceví occurs in association with an epithermal low sulphidation, quartz-carbonate, fracture-filling vein hosted by a structure trending approximately N45°W, dipping 55° southwest. The Santa Cruz vein is the principal host of silver and gold mineralization at Guanaceví and is located on the west side of the horst of the Guanaceví Formation. The mineralized vein is part of a major fault system that trends northwest and principally places the Guanaceví Formation in the footwall against andesite and/or rhyolite in the hanging wall. The fault and vein comprise a structural system referred to locally as the Santa Cruz vein structure or Santa Cruz vein fault. The Santa Cruz vein itself has been traced for 5 km along trend, and averages approximately 3.0 m in width. High-grade mineralization in the system is not continuous but occurs in steeply northwest raking shoots up to 200 m in strike length. A secondary mineralized vein is located sub-parallel and subjacent to the Santa Cruz vein, in the footwall, and while less continuous is economically significant in the Porvenir Dos and North Porvenir portions of the Project.


Endeavour Silver Corp.  NI 43-101 Technical Report
Guanaceví Project   Executive Summary

1.4 Status of Exploration

In 2021, EDR spent US $1,681,454 (including property holding costs) on exploration activities carried out in the El Curso and Santa Cruz Sur areas. An underground exploration drill program focused on the Santa Cruz vein and included a total of 15,327.10m in 60 holes, with a total of 3,435 samples submitted for assays.

Since acquisition of the Guanaceví Project in 2004, and prior to the 2021 exploration season, EDR had completed 817 diamond drill holes totaling 224,010 m and 22 reverse circulation drill holes totaling 2,977 m on the entire Guanaceví Project. Of this total, approximately 180,611 m of diamond drilling in 631 holes were completed on the Santa Cruz vein structure. Drill holes were drilled from both surface and underground drill stations, and 66,070 samples were collected and submitted for assay.

1.5 Development and Operations

Long-hole stoping was introduced at Guanacevi in 2013. Since 2020, the operation has transitioned from conventional cut and fill to entirely long-hole stoping. In 2021 production was exclusively long-hole stoping.

The long-hole method has increased stope heights from typically 1.8m to up to 17m, which has reduced mining costs. Dilution and hanging wall stability is controlled using 11m long cemented cable bolts. Mining dilution has been estimated using a minimum 0.4m of over break dilution and a minimum operational 2.2m width. Additional dilution is derived from the footwall during sill development, from occasional hanging wall sloughing and from re-mucking of floor fill.

In 2021, the total ore mined by EDR was 364,955 tonnes with an additional 46,433 tonnes of third-party ore purchased for a total of 411,388 tonnes at and average of 391 g/t silver and 1.2 g/t gold. The 4 operating mine areas were Santa Cruz Sur (35.3% production), El Porvenir (7.8% production), El Curso (53% production) and Milache (3.9% production).

As of November 5, 2022, the Guanaceví mines project had 554 employees and an additional 341 contractors. The mine operates with two 10-hour shifts, 7 days per week, whereas the mill operates with two 12-hour shifts, 7 days per week.

1.6 Mineral Resource Estimate

Richard A. Schwering SME-RM with Hard Rock Consulting, LLC ("HRC"), is responsible for the estimation of the mineral resource herein. Mr. Schwering is a qualified person as defined by NI 43-101 and is independent of EDR. Mineral Resources for the Guanaceví mine were estimated from drillhole and channel sample data, constrained by geologic vein boundaries using two methods. 3D block models were estimated using an ordinary kriging ("OK") algorithm using Leapfrog Geo® and Leapfrog EDGE® software version(s) 2021.2.4 and 2021.2.5 ("Leapfrog"). Veins converted to 2D Vertical Longitudinal Projections ("VLP") were estimated using polygonal methods. The metals of interest at Guanaceví are gold and silver.

The Mineral Resources contained within this Technical Report have been classified under the categories of Measured, Indicated, and Inferred in accordance with standards as defined by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions (May 10, 2014) and Best Practices Guidelines (November 29, 2019) prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council.


Endeavour Silver Corp.  NI 43-101 Technical Report
Guanaceví Project   Executive Summary

The Guanaceví Mineral Resource is comprised of 15 individual veins. The veins are further subdivided into areas and modeling method. The Mineral Resources have been estimated using either a Vertical Longitudinal Projection (VLP) polygonal method (7 veins) or as 3-dimensional ("3D") block models (8 veins).

The results reported in the undiluted Guanaceví mine Mineral Resource have been rounded to reflect the approximation of grade and quantity which can be achieved at this level of resource estimation. Rounding may result in apparent differences when summing tonnes, grade and contained metal content. Tonnage and grade measurements are reported in metric units, contained metal is reported as troy ounces (t. oz). Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability and may be materially affected by modifying factors including but not restricted to mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors. Inferred Mineral Resources are that part of a Mineral Resource for which the grade or quality are estimated on the basis of limited geological evidence and sampling. Inferred Mineral Resources do not have demonstrated economic viability and may not be converted to a Mineral Reserve. It is reasonably expected, though not guaranteed, that the majority of Inferred mineral resources could be upgraded to Indicated mineral resources with continued exploration. The test for reasonable prospects for economic extraction is satisfied using the criteria described in the following paragraphs.

Mineral Resources are reported using three silver equivalent ("AgEq") cut-off grades based on the area of production and concession boundary. Baseline assumptions for breakeven cut-off grades are presented on Table 14-11 and all prices are in $US. The gold price of $1,735.00/oz. and silver price of $21.80/oz are based on the 36-month moving average as of May 31, 2022. Metal recoveries, mining, processing, G&A, royalties and other costs associated with the calculation of break-even cut-offs are based on actual production costs provided by Endeavour Silver Corp. AgEq grade is calculated using a 79.6 silver to gold ratio. Mineral Resources inside the El Curso and Porvenir Frisco concessions are reported using a AgEq cut-off of 252g/t. Mineral Resources inside the Provenir Concession and located at Santa Cruz Sur are reported at a 212g/t AgEq cut-off. The remaining Mineral Resources constrained within the 3D modeled veins are reported at a 219g/t AgEq cut-off. Mineral Resources for veins modeled using the VLP estimation methodology are also reported using a AgEq cut-off of 219g/t.

Mineral Resource estimates using 3D block models are constrained to geologic vein solids that show continuous grade continuity and are within 100 meters of drilling or existing underground development. The maximum distance for reported Mineral Resources is based on the average maximum range defined by modeled variograms, 89 meters for silver and 98 meters for gold. After the block grade estimations were complete the AgEq grades for each vein were reviewed in long section by the QP, and the large majority of estimated blocks were found to show excellent grade continuity and tonnage meeting the criteria of a minable shape. All small isolated blocks not meeting the criteria of a reasonable mining shape (at least five contiguous blocks above cutoff) were removed from the estimate and excluded from the Mineral Resource statement.

Mineral Resources estimated using 2D VLP methods are classified entirely as Inferred. Mineral Resources are calculated using true thickness composites from drillhole intercepts identified as the vein. Polygonal methods assume grade continuity surrounding the composite. The smallest VLP volume is 4,776 tonnes, meeting the criteria for a minable shape.


Endeavour Silver Corp.  NI 43-101 Technical Report
Guanaceví Project   Executive Summary

The undiluted mineral resources for the Guanaceví mine with an effective date of May 31, 2022 are summarized in Table 1-1 and are exclusive of mineral reserves.

Table 1-1  Mineral Resource Estimate, May 31, 2022

 

 

Cut-off

 

Average Value

Material Content

Classification

Density

AgEq

Mass

AgEq

Silver

Gold

AgEq

Silver

Gold

 

g/cm³

g/t

kt

g/t

g/t

g/t

thousand
t. oz

thousand
t. oz

thousand
t. oz

Measured

Variable

Variable

138.8

670

569

1.4

2,992

2,538

6.1

Indicated

575.6

528

443

1.1

9,770

8,197

21.0

Measured + Indicated

714.4

556

467

1.2

12,762

10,735

27.0

Inferred

838.7

487

416

0.9

13,132

11,225

25.0

1. The effective date of the Mineral Resource estimate is May 31, 2022. The QP for the estimate, Mr. Richard A. Schwering, SME-RM of HRC, is independent of EDR.

2. Inferred Mineral Resources are that part of a Mineral Resource for which the grade or quality are estimated on the basis of limited geological evidence and sampling. Inferred Mineral Resources do not have demonstrated economic viability and may not be converted to a Mineral Reserve. It is reasonably expected, though not guaranteed, that the majority of Inferred Mineral Resources could be upgraded to Indicated mineral resources with continued exploration.

3. Measured, Indicated and Inferred Mineral Resource silver equivalent cut-off grades were 252 g/t for veins inside the El Curso and Porvenir Frisco Concession, 212 g/t for the Santa Cruz Sur Vein System, and 219 g/t for the remaining Mineral Resources including those veins estimated using VLP methods at Guanaceví.

4. Metallurgical recoveries were 86.4% for silver and 90.1% for gold.

5. Silver equivalents are based on a 79.6:1 silver to gold price ratio.

6. Price assumptions are $US21.80 per troy ounce for silver and $US1,735.00 per troy ounce for gold for the mineral resource cut-off calculations. These prices are based on the 36-month moving average as of the effective date.

7. Mineral resources are reported exclusive of mineral reserves.

8. Rounding may result in apparent differences when summing tonnes, grade and contained metal content. Tonnage and grade measurements are in metric units. Grades are reported in grams per tonne (g/t). Contained metal is reported as troy ounces (t. oz).

1.7 Mineral Reserve Estimate

Donald Gray, P.E., SME-RM, of EDR is responsible for the mineral reserve estimate presented in this report. Mr. Gray is a Qualified Person as defined by NI 43-101 and is not independent of EDR. The mineral reserves reported herein are classified as Proven and Probable according to CIM Definition Standards. The mineral reserve estimate for EDR's Guanaceví Project has an effective date of May 31st, 2022. The mineral reserve estimate includes the Santa Cruz, El Curso and Milache areas of the mine and the ore stockpiles at the mill site. Stope designs for reporting the mineral reserves were created utilizing the updated resources and cutoffs established for 2022 by Richard A. Schwering SME-RM with Hard Rock Consulting, LLC ("HRC"). All stopes are within readily accessible areas of the active mining areas. Ore is processed in the on-site mill, leaching circuit and Merrill Crowe process capable of processing 1,300 tpd.


Endeavour Silver Corp.  NI 43-101 Technical Report
Guanaceví Project   Executive Summary

Measured and Indicated mineral resources within mineable areas have been converted to Proven and Probable mineral reserves as defined by CIM. Inferred mineral resources are classified as waste. Dilution is applied to Measured and Indicated resource blocks depending on the mining method chosen. Mining stopes were created based solely on Measured and Indicated resources above the calculated cutoff grade which have reasonable prospects of economic extraction after applying certain modifying factors:

Cutoff Grades:  219 g/t AgEq for Milache; 212 g/t AgEq for Santa Cruz Sur and 252 g/t AgEq for El Curso and El Porvenir including the royalties payable.

  • Minimum Mining Width:  0.8m.

  • External Dilution Long Hole:  35% (Milache 40%)

  • Silver Equivalent:  79.6:1 silver to gold

  • Gold Price:  US $1,735/oz.

  • Silver Price:  US $21.80/oz.

  • Gold Recovery:  91.0%

  • Silver Recovery:  86.4%

The Guanaceví Project mineral reserves are derived and classified according to the following criteria:

  • Proven mineral reserves are the economically mineable part of the Measured resource for which mining and processing / metallurgy information and other relevant factors demonstrate that economic extraction is feasible. For Guanaceví Project, this applies to blocks located within approximately 10m of existing development and for which EDR has a mine plan in place.

  • Probable mineral reserves are those Measured or Indicated mineral resource blocks which are considered economic and for which EDR has a mine plan in place. For the Guanaceví mine project, this is applicable to blocks located a maximum of 35m either vertically or horizontally from development with one exception in the main lower Santa Cruz vein the maximum distance to development was extended to 110m as this area is currently being developed.


Endeavour Silver Corp.  NI 43-101 Technical Report
Guanaceví Project   Executive Summary

The Proven and Probable mineral reserves for the Guanaceví mine as of May 31, 2022 are summarized in Table 1-2. The reserves are exclusive of the mineral resources reported in Section 14 of this report.

Table 1-2  Mineral Reserve Estimate

 

 

 

 

Average Value

Material Content

Classification

Vein

Dilution

Mass

AgEq

Silver

Gold

AgEq

Silver

Gold

 

 

%

kt

g/t

g/t

g/t

thousand
t. oz

thousand
t. oz

thousand
t. oz

Proven

Alondra

35

0.1

578

469

1.36

2

2

0.005

 

El Curso

35

88.9

808

681

1.60

2,311

1,946

4.6

 

Milache

40

15.7

316

264

0.65

160

133

0.3

 

Milache HW

40

21.5

460

375

1.06

318

260

0.7

 

Santa Cruz Sur

35

21.8

448

368

1.00

314

258

0.7

 

Stockpiles

0

14.7

605

515

1.13

286

243

0.5

Total Proven

 

 

162.7

648

543

1.31

3,390

2,841

6.9

Probable

Alondra

35

251.2

441

367

0.93

3,565

2,965

7.5

 

El Curso

35

608.5

659

555

1.30

12,891

10,858

25.4

 

Milache

40

28.0

388

327

0.76

349

294

0.7

 

Milache HW

40

44.2

366

305

0.76

520

433

1.1

 

Santa Cruz Sur

35

164.8

426

358

0.85

2,255

1,895

4.5

Total Probable

 

Variable

1,096.7

555

466

1.11

19,579

16,445

39

Proven + Probable

 

Variable

1,259.4

567

476

1.14

22,969

19,287

46.0

1. Mineral resources are estimated exclusive of and in addition to mineral reserves.

2. Figures in table are rounded to reflect estimate precision; small differences generated by rounding are not material to estimates.

1.8 Conclusions and Recommendations

The QPs considers the Guanaceví resource and reserve estimates presented here to conform with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. These resources and reserves form the basis for EDR's ongoing mining operations at the Guanaceví Project.

The QPs are unaware of any significant technical, legal, environmental or political considerations which would have an adverse effect on the extraction and processing of the resources and reserves located at the Guanaceví Mines Project. Mineral resources which have not been converted to mineral reserves, and do not demonstrate economic viability shall remain mineral resources. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves.


Endeavour Silver Corp.  NI 43-101 Technical Report
Guanaceví Project   Executive Summary

The QPs considers that the mineral concessions in the Guanaceví mining district controlled by EDR continue to be highly prospective both along strike and down dip of the existing mineralization.

EDR's Guanaceví Project has an extensive mining history with well-known silver and gold bearing vein systems. Ongoing exploration has continued to identify additional resources at the project and within the district surrounding the mine. Since EDR took control of the Guanaceví properties, new mining areas identified have enabled EDR to increase production by providing additional sources of mill feed. EDR's operation management teams continue improving efficiency, lowering costs and researching and applying low-cost mining techniques. This report demonstrates that the project has positive cash flow, and mineral reserve estimates can be supported.

For 2022, approved exploration budget for Guanaceví includes 11,000 meters of drilling, which is estimated to be approximately US $1,800,000.

The QPs recommends that the continuation of the conversion of all resource models from 2D polygons to 3D block models be continued. Between 2017 and 2021, considerable progress was made in this regard. Additional modeling efforts should be made to define the mineralized brecciated areas as they have been an import source of economic material encountered in the current operation and could continue to provide additional tonnage to support the mine plan. Work programs should continue to focus on areas to explore for mine life extensions.


SCHEDULE “B”
Endeavour Silver Corp. NI 43-101 Technical Report
Bolañitos Project Executive Summary

1. EXECUTIVE SUMMARY

1.1 Introduction

This report provides updated information on the operation of Endeavour Silver Corporation's (EDR)  Bolañitos Project, including an updated Mineral Resource and Mineral Reserve estimate. The information will be used to support disclosures in Endeavour Silver's Annual Information Form (AIF). Units used in the report are metric units unless otherwise noted. Monetary units are in United States dollars (US$) unless otherwise stated. This report was prepared in accordance with the requirements and guidelines set forth in National Instrument 43-101 (NI43-101), Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. The mineral resource and mineral reserve estimates reported here are based on all available technical data and information as of May 31, 2022.

      1.2 Property Description and Ownership

In 2007, EDR acquired the Bolañitos mine from Industrias Peñoles S.A. de C.V. (Peñoles), the owner at the time, and Minas de la Luz, S.A. de C.V. (Minas de la Luz), the operator at the time. The acquisition included the Mina Cebada, Mina Bolañitos, Mina Golondrinas and Mina Asunción (as well as a few other currently closed mines). Minas de la Luz continued as the operator of the mines until June, 2007, when EDR assumed control. The Mina Asunción is very close to the Mina Bolañitos and the two are currently connected underground.

The Bolañitos Project is in the state of Guanajuato, Mexico. The mine consists of three operating mines: the Bolañitos, Lucero, and Asuncion mines, which are located near the town of La Luz, about 12 km to the northeast of Guanajuato. All the mines are readily accessed by paved and gravel roads. EDR also owns the inactive Cebada mine, located about 5 km north of the city of Guanajuato, and the inactive Golondrinas mine, which is 3.5 km to the southwest of Cebada.

1.3 Geology and Mineralization

The Bolañitos mine is in the eastern part of the Guanajuato mining district, in the southeastern portion of the Sierra de Guanajuato, which is an anticlinal structure about 100 km long and 20 km wide. Bolañitos is located on the northeast side of this structure where typical primary bedding textures dip 10° to 20° to the north-northeast. Economic mineralization at Bolañitos is known to extend as much as 250 m vertically from 2300 m to 2050 m elevation except for the La Luz vein that extends 400 m vertically from 2300 m to 1900 m.

The Guanajuato mining district is characterized by classic, high grade silver-gold, epithermal vein deposits with low sulfidation mineralization and adularia-sericite alteration. Veins in the Guanajuato district are typical of most epithermal silver-gold vein deposits in Mexico with respect to the volcanic or sedimentary host rocks and the paragenesis and tenor of mineralization. The Guanajuato mining district hosts three major mineralized fault systems, the La Luz, Veta Madre and Sierra systems.


Figure 1-1: Map of the Guanajuato mining district, with the main epithermal veins and other significant geological structures; modified from Randall et al. (1994). The La Luz and Sierra systems are basically constituted by low sulfidation mineralization whereas most of the Veta Madre system belongs to the intermediate sulfidation type. The rhyolitic rocks shown in the map are those that are most likely to have ages similar to those of epithermal deposits. Key: SMO = Sierra Madre Occidental, SMS = Sierra Madre del Sur, TMVB = Trans-Mexican Volcanic Belt. (Martinez-Reyes et al; 2015)

Of the geological formations associated with the Guanajuato district, only the Esperanza and La Luz Formations occur in the Bolañitos mine area with mineralization residing primarily within the La Luz Formation. Mineralization is known to dissipate at the contact with the Esperanza Formation.

The Veta Madre historically was the most productive vein in the Guanajuato district, and is by far the most continuous, having been traced on the surface for nearly 25 km. The vein dips from 35° to 55º to the southwest with measured displacement of around 1,200m near the Las Torres mine and 1,700 m near La Valenciana mine. The most productive veins at Bolañitos strike parallel to the Veta Madre system.

Bolañitos mineralization is directly related to faulting. Mineralization occurs as open-space fillings in fracture zones or impregnations in locally porous wall rock. Veins which formed in relatively open spaces are the main targets for mining.

Mineralized veins at Bolañitos consist of the classic banded and brecciated epithermal variety. Silver occurs primarily in dark sulfide-rich bands within the veins, with little mineralization within the wall rocks. The major metallic minerals reported include pyrite, argentite, electrum and ruby silver, as well as some galena and sphalerite, generally deeper in the veins. Mineralization is generally associated with phyllic (sericite) and silicification alteration which forms haloes around the mineralizing structures. The vein textures are attributed to the brittle fracturing-healing cycle of the fault-hosted veins during and/or after faulting.

Economic concentrations of precious metals are present in "shoots" distributed vertically and laterally between non-mineralized segments of the veins. Overall, the style of mineralization is pinch-and-swell with some flexures resulting in closures and others generating wide sigmoidal breccia zones.


1.4 Development and Operations

Mining methods used at Bolañitos include long-hole stoping and conventional cut and fill mining. Cut and fill stopes are generally mined 15m along strike and in 1.5 - 1.8m high cuts, and long hole stopes are 15m long and 20m high (20m between levels floor to floor). Access to the stoping areas is provided by a series of primary and secondary ramps located in the footwalls of the target structures. In Bolañitos numerous veins are mined. The ramps have grades from minus 15% to plus 12%, with plus or minus 12% as standard. The ramps and crosscuts are generally 4 m by 4 m.

In 2021, the total ore mined by EDR was 412,295 metric tonnes from 3 different mines; La Luz (39%) Lucero (44%), San Miguel (25%).

As of November 9, 2022, the Bolañitos Mine had a roster of 490 employees and an additional 157 contractors. The mine operates on two 10-hour shifts, 7 days per week, whereas the mill operates on a 24/7 schedule.

1.5  Status of Exploration

In 2021, EDR spent US $1,268,877 on property holding costs and exploration activities such as drilling, geological mapping and sampling, at the Bolañitos Project. Field exploration mainly focused on the Bolañitos South area while the drilling campaign focused on exploring the Bolañitos North (Melladito and Bolañitos veins), Belén and Bolañitos South (Lourdes, Cabrera Carrica, Tepetateras-Lulú, La Cuesta North, La Cuesta South and Margaritas) areas. A total of 15,380 meters completed in 72 drill holes and 3,663 samples submitted for analysis.

1.6 Mineral Resource Estimate

Richard A. Schwering SME-RM with Hard Rock Consulting, LLC ("HRC"), is responsible for the estimation of the mineral resource herein. Mr. Schwering is a qualified person as defined by NI 43-101 and is independent of EDR. Mineral resources for the Bolañitos mine were estimated from drillhole and channel sample data, constrained by geologic vein boundaries using two methods. 3D block models were estimated using an ordinary kriging ("OK") algorithm using Leapfrog Geo® and Leapfrog EDGE® software version(s) 2021.2.4 and 2021.2.5 ("Leapfrog"). Veins converted to 2D Vertical Longitudinal Projections ("VLP") were estimated using polygonal methods. The metals of interest at Bolañitos are gold and silver.

The mineral resources contained within this Technical Report have been classified under the categories of Measured, Indicated, and Inferred in accordance with standards as defined by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions (May 10, 2014) and Best Practices Guidelines (November 29, 2019) prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council.

The Bolañitos mineral resource is comprised of 55 individual veins. The veins are further subdivided into vein sets and modeling method. The mineral resources have been estimated using either a Vertical Longitudinal Projection ("VLP") polygonal method (10 veins) or as 3-dimensional ("3D") block models (45 veins).


Mineral resources are reported using four silver equivalent ("AgEq") cut-off grades based on the area of production. Baseline assumptions for breakeven cut-off grades are presented on Table 14-11 and all prices are in $US. The gold price of $1,735.00/oz. and silver price of $21.80/oz are based on the 36-month moving average as of May 31, 2022. Metal recoveries, mining, processing, G&A, royalties and other costs associated with the calculation of break-even cut-offs are based on actual production costs provided by Endeavour Silver Corp. AgEq grade is calculated using a 79.6 silver to gold ratio. Mineral Resources for veins located within the Lucero production area were reported using a 151g/t AgEq cut-off. Mineral Resources within the Belen vein system are reported at a 157 g/t AgEq cut-off. A AgEq cut-off of 149 g/t was applied to remaining Mineral Resources for veins inside the La Luz and San Miguel production areas. Mineral Resources for veins modeled using the VLP estimation methodology were also reported using a AgEq cut-off of 149g/t.

Mineral Resource estimates using 3D block models are constrained to geologic vein solids that show continuous grade continuity and are within 60 meters of drilling or existing underground development. The maximum distance for reported Mineral Resources is based on the average maximum range defined by modeled variograms, 66 meters for silver and 64 meters for gold. After the block grade estimations were complete the AgEq grades for each vein were reviewed in long section by the QP, and the large majority of estimated blocks were found to show excellent grade continuity and tonnage meeting the criteria of a minable shape. All small isolated blocks not meeting the criteria of a reasonable mining shape (at least five contiguous blocks above cutoff) were removed from the estimate and excluded from the Mineral Resource statement.

Mineral Resources estimated using 2D VLP methods are classified entirely as Inferred. Mineral Resources are calculated using true thickness composites from drillhole intercepts identified as the vein. Polygonal methods assume grade continuity surrounding the composite. The smallest VLP volume is 328 tonnes, meeting the criteria for a minable shape.

Table 1-1 Mineral Resource Estimate, Effective Date May 31st, 2022

 

Cut-off

 

Average Value

Material Content

Classification

AgEq

Mass

AgEq

Silver

Gold

AgEq

Silver

Gold

 

g/t

kt

g/t

g/t

g/t

thousand t. oz

thousand t. oz

thousand
t. oz

Measured

Variable

42.0

322

97

3.0

435

131

4.0

Indicated

Variable

411.5

279

111

2.3

3,697

1,470

30.0

Measured + Indicated

Variable

453.5

283

110

2.3

4,132

1,601

34.0

Inferred

Variable

1,656.6

331

141

2.5

17,608

7,494

132.2

1. The effective date of the Mineral Resource estimate is May 31, 2022. The QP for the estimate, Mr. Richard A. Schwering, SME-RM of HRC, is independent of EDR.

2. Inferred Mineral Resources are that part of a mineral resource for which the grade or quality are estimated on the basis of limited geological evidence and sampling. Inferred Mineral Resources do not have demonstrated economic viability and may not be converted to a Mineral Reserve. It is reasonably expected, though not guaranteed, that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

3. Measured, Indicated, and Inferred Mineral Resource silver equivalent cut-off grades were 149 g/t for veins located in the La Luz and San Miguel production areas and veins estimated using VLP methods at Bolañitos, 157 g/t for the Belen vein system, and 151 g/t for veins located in the Lucero production area.

4. Metallurgical recoveries were 85.7% for silver and 90.1% for gold.


5. Silver equivalents are based on a 79.6:1 silver to gold price ratio.

6. Price assumptions are $US21.80 per troy ounce for silver and $US1,735.00 per troy ounce for gold for resource cut-off calculations. These prices are based on the 36-month moving average as of the effective date.

7. Mineral Resources are reported exclusive of Mineral Reserves.

8. Rounding may result in apparent differences when summing tonnes, grade and contained metal content. Tonnage and grade measurements are in metric units. Grades are reported in grams per tonne (g/t). Contained metal is reported as troy ounces (t. oz).

1.7 Mineral Reserve Estimate

Mr. Don Gray, P.E., SME-RM, of EDR is responsible for the mineral reserve estimate presented in this report. Mr. Gray is Qualified Person as defined by NI 43-101 and is not independent of EDR. The reserve calculation for the Bolañitos Project was completed in accordance with NI 43-101 and has an effective date of May 31st, 2022. Stope designs for reporting the reserves were created utilizing the updated resources and cutoffs established for 2022 by Richard A. Schwering SME-RM with Hard Rock Consulting, LLC ("HRC"). All the stopes are within readily accessible areas of the active mining areas. Ore is milled and undergoes floatation at a rate of 1,100 tpd.

EDR utilized Vulcan program to generate the stopes for the reserve mine plan. The parameters used to create the stopes are listed below;

  • Cut-Off Grades: 
    • 149 g/t silver equivalent for San Miguel
    • 149 g/t silver equivalent for La Luz
    • 151 g/t silver equivalent for Lucero
    • 157 g/t silver equivalent for Belen
  • Minimum Mining Width:  0.8 m.
  • Cut and Fill Stope Size:  7m W x 4m H
  • Long Hole Stope Size:  7m W x 20m H
  • External Dilution Cut and Fill:  24%
  • External Dilution Long Hole:  40%
  • Silver Equivalent:  79.6:1 silver to gold
  • Gold Price:  US $1,735 /oz
  • Silver Price:  US $21.80 /oz
  • Gold Recovery:  90.1%
  • Silver Recovery:  85.7%
  • Dilution factors averaged 37.14%. Dilution factors are calculated based on internal stope dilution calculations and external dilution factors of 24% for cutand fill and 40% for long hole.
  • Silver equivalents are based on a 79.6:1 silver:gold ratio.

The stopes were design using only the updated Measured and Indicated resources above the calculated cutoff including internal stope dilution and were determined to be economically viable. The Measured and Indicated mineral resources within the stopes have been converted to Proven and Probable reserves as defined by NI 43-101. All inferred material has been classified as waste.


Table 1-1  Mineral Reserve Estimate

 

 

 

Average Value

Material Content

Classification

AgEq Cut-off

Mass

AgEq

Silver

Gold

AgEq

Silver

Gold

 

g/t

kt

g/t

g/t

g/t

thousand
t. oz

thousand
t. oz

thousand
t. oz

Proven

Variable

158

266

57

2.63

1,357

290

13.4

Probable

Variable

376

265

73

2.41

3,199

878

29.2

Proven + Probable

Variable

534

326

101

2.8

4,556

1,168

42.6

1. Mineral resources are estimated exclusive of and in addition to mineral reserves.

2. Figures in table are rounded to reflect estimate precision; small differences generated by rounding are not material to estimates.

1.8 Conclusions and Recommendations

The QPs consider the Bolañitos mineral resource and reserve estimates presented herein to conform with the requirements and guidelines set forth in Companion Policy 43-101CP and Form 43-101F1 (June 2011), and the mineral resources and reserves presented herein are classified according to Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards - For Mineral Resources and Mineral Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council on May 10, 2014. These mineral resources and reserves form the basis for EDR's ongoing mining operations at the Bolañitos Mines Project.

The QPs are unaware of any significant technical, legal, environmental, or political considerations which would have an adverse effect on the extraction and processing of the resources and reserves located at the Bolañitos Mines Project. Mineral resources which have not been converted to mineral reserves, and do not demonstrate economic viability shall remain mineral resources. There is no certainty that all or any part of the mineral resources estimated will be converted into mineral reserves.

The QPs consider that the mineral concessions in the Bolañitos mining district controlled by EDR continue to be highly prospective both along strike and down dip of the existing mineralization.

EDR's Bolañitos Mines Project has an extensive mining history with well-known silver and gold bearing vein systems. Ongoing exploration has continued to demonstrate the potential for the discovery of additional resources at the project and within the district surrounding the mine. Outside of the currently known reserve/resource areas, the mineral exploration potential for the Bolañitos Project is considered to be very good. Parts of the known vein splays beyond the historically mined areas also represent good exploration targets for additional resource tonnage

Since EDR took control of the Bolañitos Mines Project, new mining areas have enabled EDR to increase production by providing additional sources of mill feed. EDR's operation management teams continue to search for improvements in efficiency, lowering costs and researching and applying low-cost mining techniques.

In 2022, EDR plans to drill 10,000 meters of surface drilling in the Bolañitos Project, at an estimated cost of US$1,500,000. Drilling campaigns will be carried out mainly in the Bolañitos South and Virginia areas.


The QPs recommends that the process of converting mineral resources into reserves from 2D polygons to 3D block models be continued. During the last couple of years, considerable progress has been made on this process with only nine veins remaining to be converted to 3D. Additional modeling efforts should be made to define the mineralized brecciated areas as they have been an important source of economic material encountered in the current operation, and could provide additional tonnage to support the mine plan.

EDR currently utilizes the exploration drilling and chip and muck samples in their resource and reserve calculations. It is recommended that future efforts focus on constructing block models for resource and reserve reporting utilizing only the exploration and underground drilling results.

Although the reconciliations conducted by EDR show good comparison between planned versus actual values, the reconciliation process should be improved to include the estimated tonnes and grade from the resource models. Because the LOM plan is compared to the plant production monthly, the actual physical location of the material mined may be different than the planned location. Due to the many stopes that are mined during a day this can only be completed on an average monthly basis due to blending of stope material into the mill. The monthly surveyed as mined areas should be created into triangulation solids and saved monthly for reporting the modeled tonnes for each month. The combination of the 3D block models and 2D and polygonal reserves makes this process difficult but considerable progress has been made during the last year to get all resources and reserves into 3D block models. The model-predicted results versus actual can then be used to determine if dilution factors need to be adjusted, or perhaps the resource modeling parameters may require adjustment if there are large variances. The mill production should be reconciled to the final concentrate shipments on a yearly basis and resulting adjustment factors should be explained and reported.


SCHEDULE “C”

Endeavour Silver Corp.  NI 43-101 Technical Report
Terronera Project Executive Summary

NI 43-101 Technical Report on The Feasibility Study of the Terronera Project Jalisco State, Mexico (Amended)

1.0  SUMMARY

1.1 Introduction

Qualified persons from Wood Canada Ltd. (Wood), WSP Group, Inc., KH Mining LLC, together with a qualified person from Endeavour Silver Corp. (Endeavour Silver), prepared the Technical Report (Report) summarizing the results of a feasibility study (FS) on the Terronera Silver-Gold Project (Terronera Project). The Company requested the British Columbia Securities Commission ("BCSC") to conduct a pre-filing review of the 2021 Terronera Technical Report, among others. As a result of comments received from the BCSC, the Company anticipates filing an amended technical report. The comments include questions as to the qualifications of one of seven qualified persons who prepared the 2021 Terronera Technical Report, and certain minor matters. None of the comments concern the actual mineral resource or mineral reserve estimates on the Terronera Project. The Terronera Project is located 50 km northeast of Puerto Vallarta in Jalisco State, Mexico.

1.2 Terms of Reference

Mineral Resource and Mineral Reserve estimates were prepared in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (November 29, 2019) and followed the definitions in CIM Definition Standards for Mineral Resources and Mineral Reserves (May 10, 2014).

Measurement units used in this Report are metric unless otherwise noted. Currency is expressed in US dollars or unless specified as Mexican pesos (MXN).

1.3 Property Description and Location

The Terronera Project is located in the mountainous region of San Sebastián, a historical mining district in Mexico. The site can be accessed via Federal Highway No. 70 from Guadalajara, approximately 160 km southeast, and from Puerto Vallarta approximately 50 km southwest (Figure 1-1).

Endeavour Silver holds the Terronera Project through its 100% owned Mexican subsidiary, Endeavour Gold Corporation S.A. de C.V. (Endeavour Gold). Endeavour Gold holds the Terronera Project through its 100% owned subsidiaries Terronera Precious Metals S.A. de C.V. (TPM) and Minera Plata Adelante S.A. de C.V. (MPA).

The Terronera Project consists of 24 mineral concessions, totalling 17,369 ha all of which are valid and in good standing. Surface rights and access rights have been negotiated with various private ranch owners and three local three local Ejidos in support of exploration activities. Mexican Mining law provides the right to use water from the mine for exploration, exploitation, processing, and project personnel.


The Terronera Project is subject to three royalties. The Mexican government retains 0.5% royalty on any precious metals produced. Industrias Minera México S.A. de C.V. (IMMSA) and Compañia Plata San Sebastian S.A. de C.V. (AGREMIN) retains 2% net smelter return (NSR) royalty on mineral production from the concessions each individually conveyed or optioned to Endeavour Silver (10 concessions totaling 3,388 ha from IMMSA; and 4 concessions totaling 9,752 ha from AGREMIN).

Figure 1-1: Terronera Project Location Map (Burga et al., 2020)

1.4 History

The Terronera Project is situated near the town of Sebastián del Oeste founded in 1605 during the Spanish colonial period. By 1785 the Sebastián del Oeste mining district consisted of more than 25 mines and a number of smelters and was considered one of the principal sources of gold, silver, and copper for New Spain. The main mines in the district included Real de Oxtotipan, Los Reyes, Santa Gertrudis, Terronera, and La Quiteria.

In 1979 Consejo de Recursos Minerales conducted regional and local semi-detailed mapping and exploration followed by prospecting activities in 1985 by Compañía Minera Bolaños, S.A. In the late 1980s IMMSA began exploring the historical mining district and continued with geological mapping and sampling of outcropping structures of a number of veins to the mid-1990s. Over the years, IMMSA drilled several holes intersecting widespread silver-gold mineralization, mainly at the Terronera Vein; however, a Mineral Resource estimate was not undertaken.


In 2010, Endeavour Silver acquired the option to purchase the San Sebastián properties from IMMSA and have conducted several exploration, and drilling campaigns that have resulted in Mineral Resource estimates, a preliminary economic assessment in 2015, a pre-feasibility study in 2017, and an updated pre-feasibility study in 2020.

There has reportedly been significant historical production from the San Sebastian del Oeste region spanning from 1566 through to the early 20th century; however, the amount of silver production is unknown.

1.5 Geology and Mineralization

The San Sebastián del Oeste mining district is situated at the southern end of the Sierra Madre Occidental metallogenic province, a north-northwesterly trending volcanic belt of mainly Tertiary age. This volcanic belt is more than 1,200 km long and 200 to 300 km wide and hosts most of Mexico's gold and silver deposits. The volcanic belt is one of the world's largest epithermal precious metal systems.

The San Sebastián del Oeste silver-gold district hosts high-grade silver-gold, epithermal vein deposits characterized by low-sulphidation mineralization and adularia-sericite alteration. The veins are typical of epithermal silver-gold vein deposits in Mexico in that they are primarily hosted in volcanic flows, pyroclastic, and epiclastic rocks, or sedimentary sequences of shale and its metamorphic counterparts.

The Terronera Project lies within the structurally and tectonically complex Jalisco Block at the western end of the younger (early Miocene to late Pliocene) Trans-Mexican Volcanic Belt. The more important mineralized veins in the San Sebastián del Oeste district are controlled by west-northwest to northwest striking structures related to a transcurrent fault system.

The Terronera Project is underlain by a volcano-sedimentary sequence which consists of shale, sandstone, and narrow calcareous-clayey interbeds overlain by tuffs, volcanic breccias, and lava flows of mainly andesitic composition. The volcano-sedimentary units crop out in the north-central part of the district. Further to the north, granitic to granodioritic intrusive rocks are present.

The principal Terronera Vein has been traced by drilling for 1.5 km on strike and from surface to the maximum depth of drilling at 546 m identifying its average true width to be 3.9 m. In addition to the main Terronera Vein, there are additional hanging wall and footwall veins. The veins are primarily hosted in volcanic flows, pyroclastic and epiclastic rocks, associated shales, and metamorphic counterparts.

1.6 Exploration

Endeavour Silver has conducted several exploration programs since 2010. Exploration activities include geological mapping, data compilation, rock chip sampling, trenching, soil geochemistry surveys, and topographical and geographical mapping using satellite photogrammetry.

Areas explored include: Real Alto, located in the southern part of the Terronera Project (including the Real, Tajo, Las Animas, Los Negros, La Escurana, Los Lodos, La Mora, Peña Gorda, El Maguey, Monte Obscuro and several other structures located in the area); Central part of the project (which includes the Terronera, La Luz and Quiteria West veins, in addition, several other structures in the area, highlighting El Padre, Los Espinos, Democrata, El Fraile, La Escondida, Vista Hermosa, La Atrevida, La Loma, Los Pajaros, Valentina, Jabalí, Lindero, San Simón, El Fresno, Zavala and Pendencia); North part of the project, around the Santiago de los Pinos town, including Los Reyes, La Ermita, Las Coloradas, La Plomosa and Los Encinos veins; La Unica area (La Unica vein and Julio-Camichina system); and more recently Los Cuates area (La Sanguijuela and San Sebastian 11 claims).


1.7 Drilling and Sampling

Drilling was initiated by IMMSA between 1995 and 2010, completing 17 diamond drill holes. Since 2011 Endeavour Silver completed 194 diamond drill holes and 40 channels totaling 66,076.6 m on the Terronera Vein and 41 diamond drill holes totaling 9,795.65 m on the La Luz Vein. Only holes drilled by Endeavour Silver were used to construct the Mineral Resource estimates.

Core logging recorded mineralization types, structure, density, recovery, rock quality designation (RQD), alteration, and geology. Core recovery is within acceptable levels with an average of 90% in the Terronera Vein, 100% in the La Luz Vein, and 100% in the host rock surrounding both.

Collar surveys are carried out with total station and a dual-band global positioning system (GPS), while surface holes are surveyed using a Reflex multi-shot down-hole survey instrument at 30 m intervals from the bottom of the hole and back up the collar.

Sampling is conducted in the Endeavour Silver core storage facilities, where it is geologically and geotechnically logged (RQD). Sampling is done in the mineralized structure with intervals between 20 and 100 cm and within the surrounding host rock with intervals between 20 and 150 cm. Photographs and density measurements are taken.

The whole core is cut in half with a diamond rotary saw, and broken core pieces are split with a pneumatic core splitter for sampling and are bagged and tagged. Samples are prepared at the ALS Chemex facility Guadalajara (ALS Guadalajara) which is independent of Endeavour Silver and holds an ISO/IEC 17025 accreditation. Independent laboratory ALS laboratory in Vancouver, Canada (ALS Canada) with ISO/IEC 17025 accreditation carried out the analytical process between 2012 and 2018. Samples from the 2020 campaign were sent to the SGS Durango-Mexico laboratory (SGS Durango) which is also independent of Endeavour Silver and accredited under ISO/IEC 17025. SGS Durango were also used as the secondary laboratory for the 2019 drilling campaign. Inspectorate laboratory in Hermosillo has been used as a secondary laboratory since 2012. They are independent of Endeavour Silver and hold global quality certifications under ISO9001:2008, Environmental Management under ISO14001, and Safety Management under OH SAS 18001 and AS4801.

Silver grades were determined by ALS Canada using inductively couple plasma atomic emission spectroscopy (ICP-AES) following aqua regia digestion. Gold was assayed by fire assay (FA) followed by atomic absorption (AA) analysis of the FA bead on a 30 g pulp sample. Assays reporting over the gold and silver limit is FA followed by gravimetric analysis on a 30 g pulp sample. Detection limits for high-grade gold assays are 0.5 to 1,000 ppm and 5 to 10,000 ppm for silver assays.

SGS Durango uses aqua regia digestion followed by ICP optical emission spectroscopy (OES) for silver and FA for gold. Overlimit silver and gold assays are by FA with a gravimetric finish.

Endeavour Silver employed a quality assurance quality control (QA/QC) program, including certified reference materials (CRMs), blanks, and duplicates inserted in the sample stream at a rate of approximately one control for every 20 samples. Check assaying was also conducted with a frequency of approximately 5%. A review of the QC data from drilling used for Mineral Resource estimation found potential low-level carry-through contamination in ALS Canada results that have been deemed minor and not material to the Mineral Resource estimate. The Qualified Person (QP) concludes that the sample preparation, security, and analytical procedures are adequate for use in Mineral Resource estimation.


1.8 Data Verification

The drill hole database was inspected and validated by the Wood QP. Assay data was verified against the original laboratory certificates. Minor errors were found, addressed and discussed with Terronera's team.

The Endeavour Silver QP performed verification and validation of drill hole collars, downhole surveys, geological logging, sampling, sample preparation, and assaying procedures during their site visit. Drilling practices were reviewed by visiting a rig, drilling an exploration drill hole, and checking downhole survey measurements. Core logging of drill holes from the Terronera and La Luz veins were reviewed. Sampling practices were reviewed together with the Terronera Project geologists. Witness samples were selected from the Terronera and La Luz veins, sent to ALS Canada, and a blank and standard for each vein. Results confirm the data to be reliable and suitable for use in updating the Mineral Resource.

The mining QP verified the resource model was suitable for mine planning and design purposes. The mining costs were verified to the source documents and are considered adequate for use in mine planning and meet feasibility level study.

The mineral process QP reviewed the composite samples that were selected for metallurgical testing and the metallurgical test results and considers them suitable to support feasibility level of study and the process design in this Report.

1.9 Mineral Processing and Metallurgical Testing

Hazen Research completed initial comminution testing in 2016 and 2019. Samples were subjected to semi-autogenous grind mill comminution (SMC), Bond rod mill and ball mill work indexes (BWi and RWi, respectively), Bond abrasion index (Ai), and Bond impact work index (CWi) with results showing material classified as hard and highly abrasive. Additional comminution testing performed in 2021 supported these initial results with ore classified as very hard and highly abrasive.

ALS Metallurgy performed metallurgical test work in Kamloops, B.C., Canada. Testing before 2019 focused on evaluating flotation parameters from composite samples representative of materials with various precious metal grades and reviewing the potential for deleterious elements.

The 2019/2020 metallurgical program included grind versus recovery, flash flotation, rougher and cleaner circuit confirmation testing with the aim to refine the process design parameters and flowsheet. Recovery models were generated from composites from current and previous testwork campaigns.

The 2021 testwork focused on assessing the metallurgical performance of both the Terronera and La Luz veins. Testwork completed includes Ai, BWi, flash flotation, rougher and batch cleaner flotation, and locked cycle tests. Additional comminution tests determined the hardness of the Terronera ore be 19.1 kWh/t and an Ai of 0.47. Results showed a two-stage flotation cleaning circuit is recommended to achieve a marketable concentrate grade. Additionally, recycling the cleaner scavenger tails should be implemented and maintained as an option in the current circuit. The final concentrate quality used in the lock cycle tests was analyzed for minor and deleterious elements and was deemed not to affect the extraction of gold and silver significantly.

Based on the projected LOM plan, overall recoveries of silver and gold are 87.7% and 76.3%, respectively.


1.10 Mineral Resource Estimate

Mineral Resources estimates were prepared for the Terronera and La Luz veins using drill holes completed by Endeavour Silver between 2010 and 2020. Estimation domains were constructed to include the mineralization portions of the veins and wall rock along the structural corridors responsible for vein emplacement and silver and gold deposition using a nominal 150 g/t silver equivalent (AgEq) cut-off grade.

Following the identification of a high-grade silver sample population, continuity of high-grade samples at the scale of the drill hole spacing and sampling interval was found. Based on these findings, a high-yield restriction was used to model the high-grade mineralization and prevent the over-projection of extreme silver grades.

An in-situ bulk density model used core recovery data to adjust the modeled density to reflect voids and open spaces and expected reduction in metal contained in the rock mass.

Estimation for both veins was performed in three passes using anisotropic search ellipsoids and inverse distance weighting to the third power. The models were validated by means of visual inspection and checked for global bias and local bias using swath plots. No areas of significant bias were noted.

Blocks in the Terronera Mineral Resource model have been assigned a resource confidence category based on drill hole spacing criteria selected that considers a visual assessment of the continuity of the mineralized zones width along strike and down dip, and a geostatistical drill hole spacing study. For the Terronera Zone, a 50 m drill spacing was used to define Indicated Mineral Resources with all remaining blocks inside the mineralized domain classified Inferred Mineral Resources. For the La Luz Zone, blocks estimated with composites from at least two drill holes with a nominal drill hole spacing of 30 m are classified as Indicated Mineral Resources. Holes spaced wider than the nominal 30 m spacing are classified as Inferred Mineral Resources.

A cut-off grade of 150 g/t silver equivalent (AgEq) is applied to identify blocks that will have reasonable prospects of eventual economic extraction.

The silver equivalent calculation and cut-off grades used for the 2021 Mineral Resource estimate are consistent with values used from the preliminary economic assessment and pre-feasibility studies. AgEq for the Terronera Project is Ag + 75 x Au. The AgEq value takes into account silver grade plus gold grade factored by the differential of gold and silver metal prices and metallurgical recoveries. The 150 g/t AgEq cut-off grade generates sufficient revenue assuming metallurgical recovery and long-range silver price to cover operating costs, including mining, processing, general and administrative (G&A), treatment, refining, and royalties.

The Mineral Resource estimates for the Terronera, and La Luz deposits are summarized in Table 1-1 and Table 1-2, respectively and are reported according to the 2014 CIM Definition Standards.

The majority of the Terronera Mineral Resources have been classified as Indicated, and it is possible that infill and grade control drilling and production sampling may result in local changes to the thickness and grade of the blocks currently drilled at nominally 50 m spacing. Additional drilling and production sampling are recommended to produce accurate forecasts for annual and short-range plans. Other factors that could affect the Mineral Resource estimate include changes to metal prices, mine, and process operating cost, variability in metallurgical performance, mine design, and mining method selection due to geotechnical stability.



Table 1-1: Terronera Deposit Mineral Resource Estimate with Effective Date March 5, 2021

Classification

Tonnes
(000s)

Ag
(g/t)

Contained
Ag
(000s oz)

Au
(g/t)

Contained
Au
(000s oz)

AgEq
(g/t)

Contained
AgEq
(000s oz)

Indicated

5,181

256

42,707

2.49

415

443

73,755

Inferred

997

216

6,919

1.96

63

363

11,624


Notes:

1.Mineral Resources have an effective date of March 5, 2021. The Qualified Person responsible for the Mineral Resource estimate is Henry Kim, P. Geo, an employee of Wood Canada Ltd.

2.Mineral Resources are reported inclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

3.AgEq is calculated as the sum of silver plus gold grades factored by the differential in gold and silver metal prices and metallurgical recoveries

4.Mineral Resources are constrained within a wireframe constructed at a nominal 150 g/t AuEq cut-off grade

5.A 150 g/t AgEq cut-off grade considers Wood's guidance on industry consensus for long-term silver and gold prices for Mineral Resource estimation, metallurgical performance including metallurgical recoveries (assuming the mean silver recovery of 87% and the mean gold recovery of 76%), mining, processing, and site G&A operating costs, treatment and refining charges, and royalties

6.The cut-off grade assumed a long-term silver price of $23.00/oz and gold price of $1,810/oz.

7.Mineral Resources are stated as in-situ with no consideration for planned or unplanned external mining dilution.

8.The silver and gold ounces presented in the Mineral Resource estimate table are contained metal, not the recoverable metal.

9.Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.

Table 1-2: La Luz Deposit Mineral Resource Estimate with Effective Date March 5, 2021

Classification

Tonnes
(000s)

Ag
(g/t)

Contained
Ag
(000s oz)

Au
(g/t)

Contained
Au
(000s oz)

AgEq
(g/t)

Contained
AgEq
(000s oz)

Indicated

122

182

745

13.11

54

1,165

4,774

Inferred

61

150

295

11.35

22

1,001

1,977


Notes:

1.Mineral Resources have an effective date of March 5, 2021. The Qualified Person responsible for the Mineral Resource estimate is Henry Kim, P. Geo, an employee of Wood Canada Ltd.

2.Mineral Resources are reported inclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

3.AgEq is calculated as the sum of silver plus gold grades factored by the differential in gold and silver metal prices and metallurgical recoveries

4.Mineral Resources are constrained within a wireframe constructed at a nominal 150 g/t AuEq cut-off grade

5.A 150 g/t AgEq cut-off grade considers Wood's guidance on industry consensus for long-term silver and gold prices for Mineral Resource estimation, metallurgical performance including metallurgical recoveries (assuming the mean silver recovery of 87% and the mean gold recovery of 76%), mining, processing, and site G&A operating costs, treatment and refining charges, and royalties

6.The cut-off grade assumed a long-term silver price of $23.00/oz and gold price of $1,810/oz

7.Mineral Resources are stated as in-situ with no consideration for planned or unplanned external mining dilution.

8.The silver and gold ounces presented in the Mineral Resource estimate table are contained metal, not the recoverable metal.

9.Numbers have been rounded as required by reporting guidelines and may result in apparent summation differences.

1.11 Mineral Reserve Estimate

Mineral Reserves were classified in accordance with the 2014 CIM Definition Standards. All Mineral Reserves were converted from Indicated Mineral Resources and are classified as Probable.


The Probable Mineral Reserve estimates for the Terronera and La Luz deposits are provided in Table 1-3. There is no Proven Mineral Reserve for either zone.

Factors that could affect the Mineral Reserve estimate include but are not limited to dilution, recovery, metal prices, underground and site operating costs, and management of the operation and environmental or social impacts. Factors with the largest impacts to the Mineral Reserve estimates are the gold price for the La Luz Zone, silver prices for the Terronera Zone, and the ground conditions in the Terronera Zone during mining.

Table 1-3: Terronera and La Luz Probable Mineral Reserve

Zone

Tonnes
(000s)

Ag
(g/t)

Au
(g/t)

AgEq
(g/t)

Ag
(000s oz)

Au
(000s oz)

AgEq
(000s oz)

Terronera

7,227

197

1.97

353

45,856

459

82,055

La Luz

153

173

15.00

1,378

851

75

6,780

Total

7,380

197

2.25

374

46,707

534

88,834


Note:

1.The Mineral Reserve estimate was prepared in accordance with the 2014 CIM Definition Standards by William Bagnell, P.Eng., an employee of Wood.

2.The Mineral Reserves have an effective date of June 30, 2021.

3.Mineral reserves are reported using a silver equivalency cut-off formula
AgEq (g/t) = Ag (g/t) + (Au (g/t) x 78.9474). Cut-off grade varies between 156 g/t to 200 g/t AgEq depending on mining method. Metal prices used were $1,500/oz Au and $19.00/oz Ag. Metallurgical recovery of 84.9% for silver and 79.8% for gold, transport, treatment and refining charges of $0.75/oz Ag, and NSR royalties of 2.5%.

4.Mineral Reserves are reported based on mining costs of $30.00/t for sub-level open stoping, $49.18/t for cut and fill, and $48.00/t for shrinkage mining, and $28.46/t for process costs, and $8.49/t for G&A costs.

5.Figures in the table may not sum due to rounding. 

1.12 Mining Methods

A geomechanical underground mine design study was performed on available core and review of previous studies. The study was used to determine location within the orebodies of the mining method, stability of openings, and requirements for ground support and dilution estimates.

Three declines from the surface will achieve underground access to Terronera and La Luz. The declines collar at the process plant pad, the mine dry, and the upper zone of the deposit. The La Luz access decline extends from the process plant decline to the La luz deposit.

Shrinkage mining methods will extract mineral Reserves at La Luz. Shrinkage is an amenable method given the narrow thickness and the vertical nature of the deposit. Broken ore will be extracted with scooptrams and hauled to remucks or direct loaded to 30-tonne haul trucks. The trucks will then haul the material to the process plant stockpile.

The Terronera deposit will be extracted by a combination of sub-level stoping (SLS) methods and cut and fill (CAF) mining. SLS accounts for approximately 59% of the extraction at Terronera. CAF mining accounts for approximately 23% of the extraction, and the remaining 11% is extracted as development ore. Primary transverse sub-level stopes and longitudinal sub-level stopes will be backfilled with cemented rockfill with an average of 5% binder content. Secondary transverse stopes will be backfilled with uncemented mine development rock.

Development of the declines will start in January 2022, and development ore extracted during this time will be stockpiled for later processing. The process plant is commissioned at the end of the third quarter of 2023. Between October and December 2023, the process plant will ramp up to 1,700 tpd sustained production rate on stockpiled material and development ore. Stoping commences in January 2024 from La Luz and Terronera. Mining is completed in La Luz in late 2025, and Terronera mining is complete at the end of the first half of 2035.


1.13 Recovery Methods

The process design was developed from the comminution and flotation testwork completed between 2017 and 2021. The process plant will operate continuously 365 days per annum with an assumed availability of 92% producing a high-grade concentrate.

Run-of-mine (ROM) material is transported to stockpiles, where a three-stage then processes it, closed crushing circuit with a designed capacity of 1,700 dry tpd in 16 hours of operation. Finely crushed product with a P80 of 6.7 mm will be conveyed to a fine ore bin and then to a primary grinding circuit to produce a product that is 80% minus 70 μm. Ground ores will be treated by flash flotation and conventional flotation with two stages of cleaning. Based on testwork results, overall recoveries of 87.7% for silver and 76.3% for gold are assumed for the LOM. Flotation tailings will be filtered and stored on the surface in a dry tailings storage facility (TSF).

Reagents used in the flotation of sulphide mineralization will be handled and stored on site. Freshwater will be provided by the Terronera and La Luz underground mining operations and used as make-up/firewater and process water. Annual power consumption required by the process is 43.3 GWh and will be supplied to the various process plant areas by the onsite power plant via overhead powerlines.

1.14 Project Infrastructure

Onsite infrastructure and services required for the Terronera Project include road and air (helipad) access, a process plant, process, and mine ancillary buildings, mine portals and associated mine facilities, waste and tailings storage facilities, onsite power generation and distribution, sewage and potable water treatment facilities (Figure 1-2).

The site can be accessed by unpaved public roads that will require upgrading to a single-lane road of crushed gravel material. A helipad will provide additional access with its primary purpose for emergency use.

The majority of the process facilities will be open structures that are typically structural steel stick built. Ancillary buildings located in and around the process plant site and Portal 1 will include the gatehouse, mine emergency services, dining room, mine portal tag in/out building, truck shop and wash bay and a maintenance workshop and warehouse. Additional ancillary buildings around Portal 2/3 include a truck shop and mine portal tag in/out buildings and mine dry and administration buildings.

Tailings will be piped from the process plant to a filter plant, where a dry tailings material will be produced and trucked to the TSF located northwest of the process plant. The current footprint of the TSF occupies an area of approximately 89,760 m2 and will accommodate approximately 3.2 million m3 (5.3 million tonnes) of compacted filtered tailings over a 12-year mine life based on a process rate of 1,700 tpd.

A temporary waste rock storage facility (WRSF) will be constructed southeast and uphill from Portal 2 and will vary in size throughout the life-of-mine (LOM), reaching a maximum capacity of approximately 1.2 million tonnes.

Power will be provided by an onsite natural gas generator and will supply the 14.6 MW of connected load power required at the site. Power will be distributed by 13.8 kV overhead power lines from the primary power switchgear line up with two breakers. One breaker will supply for the process plant and ancillary buildings, while the second breaker will supply the surface ancillary loads at Portal 1, Portal 2, Portal 3, and the mine water management system. Electrical houses will be modular units and installed close to the main load points.


Freshwater will be piped from Portal 1 and Portal 2 to tanks located close by. Potable water will be distributed by a high-density polyethylene pipe (HDPE) pipeline to facilities around the process plant site and those around Portal 2.

An offsite construction camp facility adjacent to Santiago de Los Pinos will be converted to a permanent camp to provide personnel accommodation, meals, and ancillary services.

Figure 1-2: Terronera Site Layout (prepared by Wood QP, dated 2021)

1.15 Market Studies and Contracts

The long-term silver price is assumed at $20.00/oz, and the long term gold price is assumed at $1,575/oz based on Wood's third-quarter 2021 guidelines derived from a survey of industry-consensus of forecast prices.

Endeavour Silver has not conducted any market studies, as gold and silver are commodities widely traded in world markets. Due to the size of the bullion market and the above-ground inventory of bullion, Endeavour Silver's activities will not influence gold or silver prices. Endeavour Silver produces a silver concentrate from its other current operating mines, which is then shipped to third parties for further refining before being sold. To a large extent, silver concentrate is sold at the spot price.

In its current operations, Endeavour Silver has no current contracts or agreements for mining, concentrating, smelting, refining, transportation, handling, or sales that are outside normal or generally accepted practices within the mining industry. No contracts or agreements are in place for the Terronera Project. Endeavour Silver's current hedge policy is to not enter into long-term hedge contracts or forward sales.


1.16  Environmental Studies, Permitting, and Social or Community Impact

Environmental baseline studies relating to meteorology and air quality, climatology, soil erosion and contamination, surface and subsurface hydrology, flora and fauna, and cultural, historical, and archaeological resources have been performed in support of the Manifest of Environmental Impact (MIA) initially submitted to SEMARNAT (Secretaria de Medio Ambiente y Recursos Naturales) in December 2013 for a 500 tpd operation. A modified MIA application was submitted to SEMARNAT in February 2017 with a proposed process rate of up to 1,500 tpd and a TSF developed as a filtered tailings storage facility. A further update to the MIA will be required to address the current production rate of 1,700 tpd. The QP does not consider this to be an issue.

A conceptual closure plan has been developed to ensure the post-mining landscape is safe and physically, geochemically, and ecologically stable. The plan ensures that the quality of water resources (possible effluents) in the area is protected and that communities and regulators welcome the restitution plan.

1.17 Capital and Operating Costs

1.17.1 Capital Cost

Terronera Project’s initial capital cost (Table 1-4). is $175 M expressed in the second quarter of 2021 US dollars. This estimate falls under the AACE International Recommended Practice No. 47R-11 Class 3 Classification Guideline, with an expected accuracy to be within +15%/-10% of the Terronera Project’s final cost, including contingency.

Sustaining capital is estimated to be $108.5 M and considers underground mining activities, mine surface facilities, tailings management, and filter plant standby requirements.

Table 1-4: Summary of Capital Costs

Area

Initial Capital
($M)

Sustaining Capital
($M)

Total Cost
($M)

Mining

54.2

105.4

  159.6

Tailings management facility

2.6

1.1

3.7

Ore crushing and handling

6.6

-

6.6

Mineral processing

28.6

2.0

  30.6

Onsite infrastructure

22.2

-

22.2

Offsite infrastructure

2.3

-

2.3

Project indirects and Owner costs

  43.8

-

43.8

Contingency

14.6

-

14.6

Total

175.0

108.5

283.5

Note:  Figures may not sum due to rounding.



1.17.2 Operating Cost

Total operating costs over the LOM is estimated at $494.1 M. Average operating costs are estimated at $66.96/t of processed ore and summarized in Table 1-5.

Mine operating costs account for all mining operations, excluding capital development and delineation drilling. Cost models are based on site-specific inputs provided from Endeavour Silver.

Process operating costs include labour, energy consumption, supplies (operating and maintenance), mobile equipment, laboratory, and TSF and were estimated using first principles, budget quotations for reagents, and experience with similar projects.

G&A operating costs average approximately $6.8 M/yr or $ 10.90/t of processed ore.

Table 1-5: Operating Cost Summary

Cost Area

Total ($M)

$/t

% of Total

Mining

225.7

30.58

46

Process

188.0

25.47

38

G&A

80.5

10.90

16

Total

494.1

66.96

100

Note:  Figures may not sum due to rounding.

1.18 Economic Analysis

Certain information and statements contained in this section are forward-looking in nature and are subject to known and unknown risks, uncertainties, and other factors, many of which cannot be controlled or predicted and may cause actual results to differ materially from those presented here. Forward-looking statements include, but are not limited to, statements with respect to the economic and study parameters of the Terronera Project; mineral reserves; the cost and timing of any development of the Terronera Project; the proposed mine plan and mining strategy; dilution and extraction recoveries; processing method and rates and production rates; projected metallurgical recovery rates; infrastructure requirements; capital, operating and sustaining cost estimates; concentrate marketability and commercial terms; the projected LOM and other expected attributes of the project; the net present value (NPV), internal rate of return (IRR) and payback period of capital; future metal prices and currency exchange rates; government regulations and permitting timelines; estimates of reclamation obligations; requirements for additional capital; environmental risks; and general business and economic conditions.

The financial analysis was carried out using a discounted cash flow (DCF) methodology. Net annual cash flows were estimated to project yearly cash inflows (or revenues) and subtract projected cash outflows (such as capital and operating costs, royalties, and taxes). These annual cash flows were assumed to occur at year-end and were discounted back to the beginning of 2022 (Year -2), the start year of capital expenditure, and totalled to determine the NPV of the Terronera Project at a selected discount rate.

The financial evaluation of the Terronera Project generates positive before and after-tax results. The results show an after-tax NPV of $174.1 M at a 5% discount rate, an IRR of 21.3%, and a payback period of 3.6 years. A summary of the financial analysis results is presented in Table 1-6.


The Terronera Project is most sensitive to fluctuations in the silver price, then to silver feed grades, gold price, and gold feed grades. It is less sensitive to changes in operating costs. It is least sensitive to changes in initial capital cost. Spider graphs showing the Terronera Project’s sensitivity to capital costs, operating costs, grade, and metal price are shown in Figure 1-3 and Figure 1-4.

Table 1-6: Summary of Economic Results

Description

Units

Value

Ag payable

000 oz

39,341

Au payable

000 oz

393

Ag payable equivalent

000 oz

70,310

After-Tax Valuation Indicators

 

 

  Undiscounted cash flow

$M

311.4

  NPV @ 5%

$M

174.1

  Payback period (from start of operations)

years

3.6

  IRR

%

21.3%

  Project capital (initial)

$M

175.0

  Sustaining capital

$M

108.5

  Closure cost

$M

7.1

  Mining operating cost

$M

225.7

  Processing operating cost

$M

188.0

  G&A

$M

80.5

Figure 1-3: Sensitivity of After-Tax NPV Discounted at 5% (prepared by Kirk Hanson, dated 2021)


Figure 1-4: Sensitivity of After-Tax IRR Discounted at 5% (prepared by Kirk Hanson, dated 2021)

1.19 Interpretation and Conclusions

Under the assumptions discussed in this Report, the Terronera Project is technically feasible and returns a positive economic outcome.

1.20 Opportunities and Risk

The following opportunities for the Terronera Project have been identified:

• A better understanding of the distribution of oxide, transition, and sulphide could improve the production and metallurgical performance forecast.

• Use mineralogical analysis to improve the understanding of the losses of gold and silver to tailings, which could identify how to reduce these losses.

• Rock mechanics conditions underground are better than currently modeled and actual conditions may allow more extensive use of SLS as the primary production method and a reduction in external dilution.

• Groundwater flows are lower than estimated, and the dewatering system requirements are less than currently designed

• If surface rights outside the property boundary can be negotiated, the filter plant could be relocated north (downhill) from its current location. This would result in cost savings of up to $1.5 M associated with access road infrastructure and filtered tailings transport.

The following risks have been identified for the Terronera Project:

• The presence of clays has potential of a negative impact on plant performance.

• Underground development, production costs and dilution may increase due to actual ground conditions being different from what was captured in the rock mechanics analysis.


• Operating costs estimates may increase as Endeavour Silver G&A costs are typically higher than those of similar-sized Mexican operations.

• The current mine plan does not optimize production from oxide, transition and sulphide ore zones. Ore blending may be required for optimal process plant performance, and this may impact mine production rate and operating costs.

• The drainage water quality at Terronera assumed to be similar to other Endeavour Silver mine sites of similar geological conditions. However, mine water quality is also influenced by site-specific factors, which could result in Terronera mine drainage requiring treatment.

• The current filtered TSF does not have an out-of-specification area for temporary filtered tailings disposal. This could result in the need for redundant filtering systems at the filter plant or an additional temporary tailings disposal site.

1.21 Recommendations

Recommended work programs provide opportunities for improvements to mitigate risks and have higher confidence in how the mine will behave in the first few years of mining. The program is estimated at $6.05 M and includes recommendations relating to rock mechanics, hydrogeological testing and modeling, testwork to support refinements to the processing plant, activities to support the TSF, investigations to support the design of site infrastructure, and water management.


SCHEDULE “D”

Technical Report – 2022 Mineral Resource Estimate - Pitarrilla AG-PB-ZN Project, Mexico

 

1. SUMMARY

SGS Geological Services Inc. ("SGS") was contracted by Endeavour Silver Corp., ("Endeavour" or the "Company") to complete a Mineral Resource Estimate ("MRE") update for the Pitarrilla Project ("Project" or "Property") including the Pitarrilla Silver-Lead-Zinc Deposit ("Deposit"), located near Durango State, Mexico, and to prepare a National Instrument 43-101 ("NI 43-101") Technical Report written in support of the MRE.

On January 12, 2022, Endeavour entered into a definitive agreement to purchase the Project by acquiring all of the issued and outstanding shares of SSR Durango S.A. de C.V. (SSD) from SSR Mining Inc. ("SSR") for total consideration of $70 million, consisting of $35 million in common shares and a further $35 million in cash or in common shares at the election of SSR and agreed to by the Company, and a grant of a 1.25% NSR royalty. The acquisition was completed on July 6, 2022. Total consideration paid included 8,577,380 shares of the Company issued on July 6, 2022, with a deemed value of $34,909,937 and a $35,066,829 cash payment.

The Company is engaged in silver mining in Mexico and related activities including property acquisition, exploration, development, mineral extraction, processing, refining and reclamation. The Company is also engaged in exploration activities in Chile and Nevada, USA. Since 2002, the Company's business strategy has been to focus on acquiring advanced-stage silver mining properties in Mexico. Endeavour is headquartered in Vancouver, British Columbia (1130 - 609 Granville Street Vancouver, B.C., Canada, V7Y 1G5) with management offices in Leon, Mexico and Durango, Mexico, and is listed on the Toronto (TSX:EDR), New York (NYSE:EXK) and Frankfurt (FSE:EJD) stock exchanges.

The current report is authored by Allan Armitage, Ph.D., P. Geo., ("Armitage" or the "Author") of SGS, and the MRE presented in this report was estimated by Armitage. Armitage is an independent Qualified Person as defined by NI 43-101 and is responsible for all sections of this report.

1.1 Property Description, Location, Access, and Physiography

The Property is located within the Municipality of Inde, on the eastern flank of the Sierra Madre Occidental mountain range in the central part of Durango State, Mexico, and is centered at 25 degrees 25 minutes south latitude and 104 degrees 57 minutes west longitude. The city of Victoria de Durango, the capital of Durango state, is located 160 km southwest of the property and the major city of Torreón (capital of Coahuila state) 160 km to the east.

The nearest population centers are San Francisco de Asís (located 12 km to the northeast of the property) and Casas Blancas (situated in the northeast portion of the project concessions). Both villages are located in Durango State. San Francisco de Asís has a population of about 800 and Casas Blancas has a population of approximately 120. The larger population centers near the project, Torreón and Victoria de Durango, have approximately 1.5 million and 1 million inhabitants, respectively.

The Property is defined as the group of mining concessions and the surface rights that partially overlie the mining concessions. The Property is formed by 5 contiguous mineral concessions entitled to SSD and covering a total area of approximately 4,950 hectares. SSD is a Mexican corporate entity, and a wholly-owned subsidiary of Endeavour.


On June 30, 2015 SSD requested before the mining authorities the reduction of the mining concession "La Pitarrilla 2" (title number 220231), from 5,771.2505 hectares to 3,221.2517 hectares, assigning a new name to the claim "La Pitarrilla 2 Reducción", record number 2/2-0245. The reduction is in process to be approved.

SSD has acquired surface rights to most of the lands required for successful project permitting, construction and operation.

The Property is currently accessible through a network of public roadways in the region. From Durango, access is gained by traveling north along paved highway 45 for 235 km, then south west on paved highway 30 to El Palmeto and then south on unpaved public roads to Casa Blancas. The main access to the Project site is planned to be along the approximate 47 km of public and private dirt roadways, from the junction with paved Highway 45, to the Project's southeast gate. The primary site access road will utilize the existing roadway serving the nearby local community of San Francisco de Asís, with secondary access via the existing road to Casas Blancas. Improvements are required for the main road, the most significant of which is the addition of a permanent bridge over the Nazas River, approximately 11 km from the Property site.

The Project and all parts of the deposit area, from the main project facilities, is road accessible and can be accessed by pickup truck, larger supply trucks, truck and low-bed (float) trailer carrying mine equipment and drill equipment, and self-driven mine trucks.

Power for the Project is available from the national power grid at the Subestacion Electrica Canatlán II (substation) located approximately 139 km south of the plant site. The power will be provided by the national power utility, CFE.

Fresh make-up water to the project will be provided from several wells located on the property near the Nazas River, approximately 10 km from the Project site. Water from the wells will be pumped to a booster tank and, from there, be pumped to Project water consumers.

There is a well-established camp for the Project. The camp is in the southern area of the town of Casas Blancas and includes the following facilities: general offices, welding workshop, mechanical workshop, general warehouse, clinic-medical services, as well as six core storage facilities. The camp provides accommodation for a capacity of 101 personnel, as well as dining facilities with a capacity for 110 people.

1.2 History of Exploration, Drilling

Available records of mineral exploration conducted on the Property and immediately adjacent ground date back to 1996. In 2002, Silver Standard contracted F. Hillemeyer and P. Durning of La Cuesta International, Inc. ("LCI") to acquire mineral properties in Mexico which showed good exploration potential for silver. One of the areas LCI recommended for claiming was the ground covered by the Pitarrilla Project claim group. Between November 2002 and March 2003, a total of 12 concessions covering 136,191 hectares were claimed by Explominerals, S.A. de C.V. on behalf of Silver Standard.

Beginning in 2002, several programs of rock-chip sampling were completed over the core of the Property, where multiple zones of silver mineralization eventually came to be outlined. The outlined zones represented exploration targets that were eventually drill-tested, resulting in the discovery of the five zones of oxide silver mineralization that form the upper part of the Pitarrilla Project deposit.

A number of diamond and reverse circulation ("RC") drilling campaigns were undertaken by SSR on the Property between September 2003 and July of 2012. A total of 852 diamond and RC drillholes totaling 258,658 m have been completed on the Property.

Monarch Resources de Mexico, S.A. de C.V. completed a Phase I drilling program on the Fluorite Mine Target in 1996, including 22 RC drillholes totalling 2,842 m. The drilling was on the Property, but not in the area of the current Mineral Resource.


The greatest amount of exploration-related data has come from the several campaigns of reverse circulation and diamond drilling completed by Silver Standard on the Property between September 2003 and July 2012.

From September 2003 until October 2005, 186 reverse circulation holes with a combined length of 20,619 m were drilled on the Property. The RC drillholes targeted oxide mineralization in the Cordon Colorado, Peña Dyke, and Javelina Creek Zones (Figure 10 2 and Figure 10 3).

Between 2005 and July 2012, 428 diamond drillholes were drilled for exploration and resource infill purposes, with a total of 183,358 m being completed (Figure 10 4 and Figure 10 5). The majority of the drillcore was of HQ diameter, though core samples from depths below surface greater than about 450 m were generally of NQ diameter. To provide a sufficient amount of core from different types of mineralization for metallurgical testing, nine drillholes of HQ diameter were cored into the deposit in 2008 for a total of 6,126 m. An additional four holes of PQ diameter were drilled into four of the five zones of oxide silver mineralization to obtain core samples for communition tests. In the area of the deposit, 31 drillholes (including re-drills), totalling 12,834 m, were drilled for mining-related geotechnical information between 2010 and 2012. Condemnation, water well, piezometer, and short geotechnical holes drilled for the investigation of foundations for site facilities were also completed during the history of the project.

Most recently, during May and June of 2012, 33 closely-spaced diamond drillholes totaling 8,914 m were completed as part of a study to investigate the short distance variability of oxide and transitional silver mineralization in the upper 200-250 m of the Pitarrilla deposit. These holes were drilled along three control lines, two oriented ENE-WSW with the third line crossing the other two lines perpendicular to them (Figure 10 4). The orientation of drillholes varied in order to drill perpendicular to the interpreted orientation of the mineralised bodies. The dips of all drillholes were between 45° and 90°. In the Breccia Ridge Zone, drillholes were generally oriented vertically or at azimuths of 240° dipping at an average of 55°. In the South Ridge Zone, the drillholes were oriented at 100° and 274° with dips averaging 60°. In the Peña Dyke Zone, drillholes were drilled at azimuths of 200° and 025° degrees with dips at 60°. In the Cordon Colorado and Javelina Creek Zones, there were no preferred drillhole orientations.

All geological data has been reviewed and verified by the Author as being accurate to the extent possible and to the extent possible all geologic information was reviewed and confirmed. There were no errors or issues identified with the database. The Author is of the opinion that the database is of sufficient quality to be used for the current Indicated and Inferred MRE.

1.3 Geology and Mineralization

The Property is located on the eastern flank of the Sierra Madre Occidental mountain range. This mountain range is the erosional remnant of one of the Earth's most voluminous accumulations of intermediate to felsic volcanic rocks, which formed a calc-alkaline magmatic arc that was built during Eocene to early Miocene time, roughly 52 to 25 million years ago, in response to subduction of the Farallón tectonic plate beneath North America, this mountain building event is known as the Laramide Orogeny. A large number of medium to high-level hydrothermal systems variably enriched in Ag, Au, Pb, and Zn were intermittently generated during this extended period of volcanism, including the epithermal mineral systems that formed the great Mexican silver mining districts at Guanajuato, Real de Angeles in Zacatecas, Fresnillo, and Santa Barbara-San Francisco del Oro. The silver-lead-zinc mineralization found on the Pitarrilla property is situated in Central Mexican Silver Belt, a metallogenic province defined by the four previously noted silver mining districts along with the mining districts of Parral, Santa Maria del Oro, and Sombrerete-Chalchihuites.

The Pitarrilla Project Ag-Zn-Pb deposit is hosted by deformed Cretaceous marine sediments and unconformably overlying Eocene (52 to 40 Ma) and Oligocene (32 to 28 Ma) volcanics volcaniclastics and intrusives. Eocene volcanics and volcaniclastics were derived from arc volcanism and from the erosion of subaerial arc volcanoes and deposited into a back-arc basin. Uplift of the basin was accompanied by extension and voluminous bi-modal volcanism with the emplacement of andesitic and felsic sills and dykes during the early Oligocene. The culmination of the volcanism was the development of a rhyolitic dome which crops out on Cerro La Pitarrilla.


Ag-Zn-Pb mineralization at the Pitarrilla Project occurs as a vertically stacked mineralised system centered on rhyolitic dykes and sills that constitute the feeder system for an early Oligocene volcanic center manifest by the rhyolitic dome. Sulphide-associated mineralization is rooted in the basement Cretaceous sedimentary strata and is represented by an aerially restricted but vertically extensive zone of disseminated and veinlet Ag-Zn-Pb (-Cu-As-Sb) sulphide mineralization and strata-bound massive replacement mineralization within a polymictic conglomerate that occur at the Cretaceous-Eocene unconformity.

The sulphide mineralization extends into the overlying Eocene and Oligocene volcaniclastic rocks and felsic sills, where it grades into mixed sulphide-oxide or transitional mineralization and a more laterally extensive zone of disseminated iron oxide-associated mineralization. The Ag-Zn-Pb mineralization is interpreted to have occurred during or after emplacement of the early Oligocene rhyolitic dome.

The Pitarrilla deposit is centrally located within the Central Mexican Silver Belt, which is defined by numerous Ag-Pb-Zn (±Au ±Cu) deposits and is classified as an intermediate sulphidation epithermal deposit.

1.4 Mineral Processing, Metallurgical Testing and Recovery Methods

In 2004, Silver Standard initiated testwork to provide a better understanding of the Pitarrilla deposit metallurgy and to establish design criteria for the mineral extraction process. The test programs have included initial scoping studies, flotation process development for sulphide ore, cyanide leaching development for oxide ore, and a combination of processes for the transitional (located between sulphide and oxide ore zones) and sulphide ores. Within the testwork, four pilot flotation tests of sulphide ore were completed.

The testwork has covered most of the possible process options, but until now, it was difficult to predict metallurgical performance based on material type and location. The historic representation of a mixed oxide and sulphide ore body has become better defined as, an ore body with oxide ore on surface, an intermediate zone of transition ore comprised of both oxide and sulphide ores below, and sulphide ore at depth.

Laboratory and pilot scale testing on sulphide ore composite samples demonstrated that the sulphide mineralization was readily amenable to flotation process treatment. A conventional lead-zinc sequential flotation separation flow sheet is the basis of the process design. The variability flotation testwork indicated that the sulphide mineralized zones are relatively similar in terms of ore grindability, chemical and mineral compositions, and flotation response. Galena can be recovered into a flotation concentrate that will also contain the majority of the silver in the ore. The tailings from the lead flotation circuit can then be processed by flotation, to recover most of the sphalerite mineral in an acceptable zinc flotation concentrate.

Laboratory testing on oxide ore composite samples demonstrated that the oxide mineralization was amenable to the cyanide leach process for the extraction of silver. A conventional cyanide leach circuit flow sheet is the basis of the process design. The variability leaching testwork indicated that the oxide mineralized zones are relatively similar in terms of ore grindability, chemical and mineral compositions, and cyanide leaching response.


Laboratory testing on transitional ore composite samples demonstrated that the transition mineralization was amenable to flotation process treatment and the flotation tailings were amenable to the cyanide leach process for the extraction of silver. It was determined that the circuit proposed for the sulphide mineral flotation process would perform acceptably for the transition material and that the cyanide leach circuit, proposed for the oxide leaching circuit, would also perform acceptably for the transition material. The variability testwork indicated that the transition mineralized zones are relatively similar in terms of ore grindability, chemical and mineral compositions, and leach response.

Identifying the mineralized material by oxidation code (0 for Sulphide to 5 for Oxide) has allowed the metallurgical test results to be understood. The results were categorized to develop a predictive model of metallurgical performance for each material type. The models for sulphide material treated by the flotation process are conventional metal head grade to recovery relationships. For the transition material that will be processed by flotation and cyanide leaching, the sulphide models can be used. The predicted performance from the sulphide model can be reduced with increasing values of the oxidation code for a particular block of material. The flotation model cannot be used for material with an oxidation code above 3.5 (i.e. more oxidized). The models for cyanide leaching, of the flotation tailings and the oxide material, are based on a grade recovery relationships indicated from the test results.

The overall modeling logic for flotation includes three, separate mathematical units:

  • Firstly, for each metal, a basic head grade to rougher recovery relationship;

  • Secondly, an adjustment factor to this recovery to account for degree of oxidation

  • Thirdly, a cleaning stage recovery applied to the oxidation adjusted rougher recovery.

The flotation tests results were combined into one larger data set for all rock types on the basis that the sulphide mineralogy is consistent across the rock types. The drill hole and sample intervals used to generate each metallurgically tested sample or composite were identified. For each interval, the geological oxidation code was recorded against the sample or composite and therefore each flotation test can be identified by an oxidation code value. All tests with particle sizes significantly finer or coarser than the plant design grind size distribution of 80 percent passing 150 micron have not been included.

The combined data set for oxidation codes 0 to 2 (i.e. sulphide material) contains the results of some 130 individual rougher tests, 113 tests with cleaning stages, plus the four pilot plant campaigns. The raw data was sorted or "binned" into short grade ranges of metal values (i.e. silver, lead, zinc and copper) and then averaged. The binned averages were then analyzed by making scatter plots of comparative data, for example "percent lead head grade" versus "recovery of lead in lead rougher flotation". A "best-fit" three-term polynomial curve was fitted to each scatter plot. The apogee of a curve fitting the "percent lead head grade" and the "recovery of lead in lead rougher flotation" data points defines the value above which recovery is fixed at a maximum value.

1.5 Pitarrilla Deposit Mineral Resource Estimate

Completion of the current MRE for the Property involved the assessment of a drill hole database, which included all data for surface drilling completed through the end of 2012, as well as three-dimensional (3D) mineral resource models (resource domains), 3D geological models, 3D surface models of fault structures, a 3D topographic surface model, and available written reports.

Inverse Distance Squared ("ID2") calculation method restricted to mineralized domains was used to interpolate grades for Ag (g/t), Pb (ppm) and Zn (ppm) into a block model. The current MRE takes into consideration that the Pitarrilla deposit may be mined by open pit and underground mining methods.

In order to complete the MRE for the Pitarrilla deposit, a database comprising a series of comma delimited spreadsheets containing surface RC and diamond drill hole information was provided by Endeavour. The database included hole location information, down-hole survey data, assay data, lithology data and density data. The data in the assay table included assays for Ag (g/t), Pb (ppm) and Zn (ppm), as well as Cu (ppm) As (ppm), S (%), Ca (%) and AgCN (ppm). After review of the database, the data was then imported into GEOVIA GEMS version 6.8.3 software ("GEMS") for statistical analysis, block modeling and resource estimation.


The original database provided by Endeavour included data for 831 surface RC and diamond drill holes, including 804 drill holes completed by Silver Standard between 2003 and 2012. Thus, the database used for the current MRE comprises data for 804 surface RC and diamond drill holes which total 254,386 m. The database totals 134,441 assay intervals for 188,816 m.

The database was checked for typographical errors in drill hole locations, down hole surveys, lithology, assay values and supporting information on source of assay values. Overlaps and gapping in survey, lithology and assay values in intervals were checked. All assays had analytical values for Ag (g/t), Pb (ppm) and Zn (ppm).

The Author was provided with a total of 19 3D Resource models (mineral domains), to be used for the current MRE, as well as 9 lithological 3D solids and a digital elevation surface model. All models were constructed by Silver Standard for the 2012 historical MRE. All mineral domains are clipped to topography.

The Author has reviewed the resource models on section and in the Author's opinion the models provided are very well constructed and fairly accurately represents the distribution of the various styles of mineralization, i.e. high grade vs low grade mineralization; oxide, transition and sulphide mineralization; and, steep breccia/quartz vein and horizontal manto style sulphide mineralization. No re-modeling of the deposits is recommended at this time. Limited sporadic mineralization exists outside of these wireframes, as well as along strike and at depth. With additional drilling, some areas of scattered mineralization may get incorporated into the mineral domains.

The main Pitarrilla deposit generally strikes 330° to 335° and dips/plunges steeply east-northeast (-60° to -65°). Additional oxide mineralization in the Cordon Colorado and Javelina Creek Zones extend for 700 to 900 m southwest and northeast of the main Breccia Ridge Zone.

The assay sample database available for the revised resource modelling totalled 134,441 representing 188,816 m of drilling. Of this, a total of 53,758 assays occur within the Pitarrilla deposit mineral domains. A statistical analysis of the assay data from within the mineralized domains, by state of oxidation, is presented in Table 14 3. Average length of the assay sample intervals is 1.33 to 1.45. Of the total assay population approximately 97% are 1.53 m or less with approximately 64% of the samples between 1.50 and 1.53 m and 92 % between 1.00 m and 1.53 m in length and only 8% greater than 1.53 m. To minimize the dilution and over smoothing due to compositing, a composite length of 1.50 m was chosen as an appropriate composite length for the current MRE.

Composites were constrained to the individual mineral domains. The constrained composites were extracted to point files for statistical analysis and capping studies. The constrained composites were grouped based on the mineral domain (rock code) of the constraining wireframe model. A total of 49,994 composite sample points occur within the resource wire frame models. High grade capping of Ag, Pb and Zn was done on 1.50 m composite data.

The Author was provided with a database of 8,535 dry bulk density ("DBD") measurements for the current MRE. DBD measurements were selected to be spatially and geologically representative (i.e., representative of geology, lithology, structure, mineralization, alteration). The density database was sub-divided by mineralization and waste domain. A total of 5,085 DBD values are from mineralized domains and 3,453 values are from waste domains. Based on a review of the available density data, it was decided that a fixed value be used for each resource model and waste model.


1.5.1 Mineral Resource Statement

The MRE presented in this Technical Report was prepared and disclosed in compliance with all current disclosure requirements for mineral resources set out in the NI 43-101 Standards of Disclosure for Mineral Projects (2016). The classification of the current Mineral Resource Estimate into Indicated and Inferred is consistent with current 2014 CIM Definition Standards - For Mineral Resources and Mineral Reserves, including the critical requirement that all mineral resources “have reasonable prospects for eventual economic extraction”.

The general requirement that all Mineral Resources have “reasonable prospects for economic extraction” implies that the quantity and grade estimates meet certain economic thresholds and that the Mineral Resources are reported at an appropriate cut-off grade taking into account extraction scenarios and processing recoveries. In order to meet this requirement, the Author considers that the Pitarrilla deposit mineralization is amenable for open pit and underground extraction.

In order to determine the quantities of material offering “reasonable prospects for economic extraction” by an open pit, Whittle™ pit optimization software 4.7.1 and reasonable mining assumptions to evaluate the proportions of the block model (Indicated and Inferred blocks) that could be “reasonably expected” to be mined from an open pit were used. The pit optimization was completed by SGS. The pit optimization parameters used are summarized in

Table 1‑1. A Whittle pit shell at a revenue factor of 1.0 was selected as the ultimate pit shell for the purposes of this MRE. The optimized pit has been limited to the base of the transition mineralization.

The reader is cautioned that the results from the pit optimization are used solely for the purpose of testing the “reasonable prospects for economic extraction” by an open pit and do not represent an attempt to estimate mineral reserves. There are no mineral reserves on the Property. The results are used as a guide to assist in the preparation of a Mineral Resource statement and to select an appropriate resource reporting cut-off grade. A selected base case cut-off grade of 50 g/t AgEq is used to determine the in-pit MRE for the Pitarrilla deposit.

In order to determine the quantities of material offering “reasonable prospects for economic extraction” by underground mining methods, reasonable mining assumptions to evaluate the proportions of the block model (Indicated and Inferred blocks) that could be “reasonably expected” to be mined from underground are used. The Pitarrilla sulphide mineralized zones have sufficient widths and continuity suitable for low cost bulk mining methods such as longhole stoping. The average true width of the manto style mineralization is 32 m within a range of 2.4 m and 104 m (90 % of drill intercepts > 10 m true width). The average true width of the breccia style mineralization is 31 m within a range of 1.2 m and 119 m (81 % of drill intercepts > 10 m true width). Based on other Endeavor operations in Mexico, a minimum mining thickness of 0.8 m is required for low cost bulk mining methods such as longhole stoping.

The underground parameters used, based on mining using low cost bulk mining methods, are summarized in

Table 1‑1. Based on these parameters, underground (below-pit) Mineral Resources are reported at a base case cut-off grade of 150 g/t AgEq. Underground Mineral Resources are estimated from the bottom of the pit (base of transition mineralization). The underground Mineral Resource grade blocks were quantified above the base case cut-off grade of 150 g/t AgEq, below the constraining pit shell and within the 3D constraining mineralized wireframes (the constraining volumes).

The current MRE for the Pitarrilla deposit is presented in Table 1‑2 and includes an in-pit (oxide and sulphide transition mineralization) and an underground (below-pit) Mineral Resources (restricted to sulphide mineralization).


Highlights of the Pitarrilla deposit Mineral Resource Estimate are as follows:

  • The in-pit Mineral Resource includes, at a base case cut-off grade of 50 g/t AgEq, 133.9 Mt grading 87.1 g/t Ag (375.1 Moz Ag), 0.19% Pb and 0.48% Zn in the Indicated category, and 25.6 Mt grading 76.4 g/t Ag (63.0 Moz Ag), 0.14% Pb and 0.48% Zn in the Inferred category.

  • The below-pit Mineral Resource includes, at a base case cut-off grade of 150 g/t AgEq, 24.8 Mt grading 146.1 g/t Ag (116.5 Moz Ag), 1.01% Pb and 2.14% Zn in the Indicated category, and 9.8 Mt grading 115.5 g/t Ag (36.4 Moz Ag), 0.93% Pb and 1.80% Zn in the Inferred category.

There is no other relevant data or information available that is necessary to make the technical report understandable and not misleading. The Author is not aware of any known mining, processing, metallurgical, environmental, infrastructure, economic, permitting, legal, title, taxation, socio-political, or marketing issues, or any other relevant factors not reported in this technical report, that could materially affect the current Mineral Resource Estimate.

Table 1-1 Whittle™ Pit Optimization Parameters and Parameters used for In-pit and Underground Cut-off Grade Calculation

Parameter

Value

Unit

Silver Price

$22.00

US$ per pound

Zinc Price

$1.30

US$ per pound

Lead Price

$1.00

US$ per pound

In-Pit Mining Cost

$2.50

US$ per tonne mined

Underground Mining Cost

$46.50

US$ per tonne mined

Transportation

$3.00

US$ per tonne milled

Processing Cost (incl. crushing)

$17.40

US$ per tonne milled

In-Pit General and Administrative

$2.00

US$ tonne of feed

Underground General and Administrative

$10.50

US$ tonne of feed

Pit Slope - Oxide

42

Degrees

Pit Slope - Transition/Sulphide

48

Degrees

Silver Recovery - Oxide

75.0

Percent (%)

Lead Recovery - Oxide

70.0

Percent (%)

Zinc Recovery - Oxide

65.0

Percent (%)

Silver Recovery - Transition

75.0

Percent (%)

Lead Recovery - Transition

70.0

Percent (%)

Zinc Recovery - Transition

65.0

Percent (%)

Silver Recovery - Sulphide

86.0

Percent (%)

Lead Recovery - Sulphide

91.0

Percent (%)

Zinc Recovery - Sulphide

85.0

Percent (%)

Mining loss / Dilution (open pit)

5/5

Percent (%) / Percent (%)

Mining loss/Dilution (underground)

10/10

Percent (%) / Percent (%)



Table 1-2 Pitarrilla Deposit In-Pit and Underground (below-pit) Mineral Resource Estimate, October 6, 2022

In Pit (Oxide and Transition)
Cut-off
Grade
(AgEqg/t)
Tonnes Ag (g/t) Pb (%) Zn (%) AgEq (g/t) Ag (oz) Pb
(Mlbs)
Zn
(Mlbs)
AgEq (oz)
Indicated
50 133,864,000 87.1 0.19 0.48 112.3 375,113,000 547 1,409 483,234,000
Inferred
50 25,643,000 76.4 0.14 0.48 100.2 62,958,000 80 272 82,650,000
Underground (Sulphide)
Cut-off Grade (AgEq g/t) Tonnes Ag (g/t) Pb (%) Zn (%) AgEq (g/t) Ag (oz) Pb
(Mlbs)
Zn
(Mlbs)
AgEq (oz)
Indicated
150 24,783,000 146.1 1.01 2.14 264.4 116,456,000 551 1,172 210,707,000
Inferred
150 9,808,000 115.5 0.93 1.80 217.5 36,424,000 202 389 68,588,000
Total in-pit and underground (Oxide, Transition and Sulphide)
Cut-off Grade (AgEq g/t) Tonnes Ag (g/t) Pb (%) Zn (%) AgEq (g/t) Ag (oz) Pb
(Mlbs)
Zn
(Mlbs)
AgEq (oz)
Indicated
50 and 150 158,647,000 96.4 0.31 0.74 136.0 491,569,000 1,098 2,580 693,941,000
Inferred
50 and 150 35,451,000 87.2 0.36 0.85 132.7 99,382,000 281 661 151,238,000

(1) The classification of the current Mineral Resource Estimate into Indicated and Inferred is consistent with current 2014 CIM Definition Standards - For Mineral Resources and Mineral Reserves.

(2) All figures are rounded to reflect the relative accuracy of the estimate and numbers may not add due to rounding.

(3) All Resources are constrained by continuous 3D wireframe models (constraining volumes), and are considered to have reasonable prospects for eventual economic extraction.

(4) Mineral resources which are not mineral reserves do not have demonstrated economic viability. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

(5) It is envisioned that parts of the Pitarrilla deposit (oxide and transition mineralization) may be mined using open pit mining methods. In-pit mineral resources are reported at a cut-off grade of 50 g/t AgEq within a conceptual pit shell, which has been limited to the base of the transition mineralization.

(6) The results from the pit optimization are used solely for the purpose of testing the "reasonable prospects for economic extraction" by an open pit and do not represent an attempt to estimate mineral reserves. There are no mineral reserves on the Property. The results are used as a guide to assist in the preparation of a Mineral Resource statement and to select an appropriate resource reporting cut-off grade.


(7) It is envisioned that parts of the Pitarrilla deposit (sulphide mineralization) may be mined using underground mining methods. Underground (below-pit) Mineral Resources are estimated from the bottom of the pit (base of transition mineralization) and are reported at a base case cut-off grade of 150 g/t AgEq. The underground Mineral Resource grade blocks were quantified above the base case cut-off grade, below the constraining pit shell and within the constraining mineralized wireframes. At this base case cut-off grade the deposit shows good deposit continuity with limited orphaned blocks. Any orphaned blocks are connected within the models by lower grade blocks and are included in the MRE.

(8) Based on the size, shape, location and orientation of the Pitarrilla deposit, it is envisioned that the deposit may be mined using low cost underground bulk mining methods.

(9) High grade capping of Ag, Pb and Zn was done on 1.50 m composite data.

(10) Bulk density values were determined based on physical test work from each deposit model and waste model.

(11) AgEq Cut-off grades consider metal prices of $22.00/oz Ag, $1.00/lb Pb and $1.30/lb Zn and considers variable metal recoveries for Ag, Pb and Zn:  oxide and transition mineralization - 75% for silver, 70% for Pb and 65% for Zn; sulphide mineralization - 86% for silver, 91% for Pb and 85% for Zn.

(12) The pit optimization and in-pit base case cut-off grade of 50 g/t AgEq considers a mining cost of US$2.50/t rock and processing, treatment and refining, transportation and G&A cost of US$22.40/t mineralized material, an overall pit slope of 42° for oxide and 48° for transition and metal recoveries. The below-pit base case cut-off grade of 150 g/t AgEq considers a mining cost of US$46.50/t rock and processing, treatment and refining, transportation and G&A cost of US$30.90/t mineralized material.

(13) The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues..

1.6 Recommendations

The Pitarrilla deposit contains within-pit and underground Indicated and Inferred Mineral Resources that are associated with well-defined mineralized trends and models. The deposit is open along strike and at depth.

Given the prospective nature of the Deposit, it is the Author's opinion that the Project merits further exploration and that a proposed plan for further work by Endeavour is justified. A proposed work program by Endeavour will help advance the Project and will provide key inputs required to evaluate the economic viability of the Project.

The Author is recommending Endeavour conduct further exploration, subject to funding and any other matters which may cause the proposed exploration program to be altered in the normal course of its business activities or alterations which may affect the program as a result of exploration activities themselves.

The total cost of the recommended work program by Endeavour is estimated at C$2.8 million. The recommended budget should be sufficient to rehabilitate and expand the existing ramp by 500 m, develop cross-cuts and establish underground drill stations. A 5,000 m underground drill program will focus on resource delineation and improve geological interpretation. An updated mineral resource estimate may need to be completed pending results.

Field exploration activities will consist of geological mapping of the Santa Cecilia and El Consuelo areas, while a regional geology program will develop additional exploration targets proximal to the main deposit.


SCHEDULE “E”

 

Audit Committee Charter

1. Mandate

The Audit Committee (the "Committee") has oversight responsibility for the adequacy and effectiveness of the accounting and financial reporting processes of Endeavour Silver Corp., (the "Company") by providing oversight of senior management and the external auditor relating to: 

(a) maintaining necessary books, records and accounts to accurately and fairly reflect the Company's transactions for financial accounting and reporting process to shareholders and regulatory bodies;

(b) maintaining effective internal control over accounting processes and financial reporting, including adequate control environment and processes for assessing the risk of material misstatements in the financial statements and for detecting control weaknesses or fraud; and

(c) financial and controls audit process, review and audit finding reports and other matters that may arise.

The Committee provides assurance to the board of the Company (the "Board") that processes, internal controls and procedures are operating effectively, thus enabling the Company to assume the necessary risks to successfully operate the business and meet objectives.

2. Composition

The Committee shall consist of a minimum of three directors of the Company, all of whom are "independent" within the meaning of National Instrument 52-110 - Audit Committees in Canada, subject to any further applicable requirements under United States securities laws and regulations and the policies of the New York Stock Exchange.

The members of the Committee shall be financially literate, meaning that each member must be able to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. One member of the Committee must have accounting and financial expertise, meaning that the member possesses financial or accounting credentials or has experience in finance or accounting.

3. Term of Office

The members of the Committee will be appointed or re-appointed by the Board immediately following the Annual General Meeting of the Company. Each member of the Committee will continue to be a member thereof until such member's successor is appointed, or until such member resigns or is removed by the Board. The Board may remove or replace any member of the Committee at any time with or without cause. However, a member of the Committee will automatically cease to be a member of the Committee upon either ceasing to be a director of the Board or ceasing to meet the requirements of applicable laws governing the Company, stock exchanges on which the Company's securities are listed and applicable securities regulatory authorities. Vacancies on the Committee will be filled by the Board.


4. Committee Chair

The Board or the members of the Committee will elect by majority vote a chair of the Committee (the "Chair") from the members of the Committee. The fundamental responsibility of the Chair is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. It is the responsibility of the Chair to:

(a) schedule all meetings of the Committee and provide the Committee with a written notice and agenda for all meetings;

(b) lead the Committee in annually reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate;

(c) report to the Board after each Committee meeting, including recommendations on any specific decisions or actions the Board should consider;

(d) work with the Chair of the Board, the Chief Executive Officer, the Corporate Secretary, and Chief Financial Officer if necessary, to establish the frequency of the Committee meetings and the agendas for the meetings;

(e) provide leadership to the Committee and preside over Committee meetings;

(f) facilitate the flow of information to and from the Committee and foster an environment in which Committee members may ask questions and express their viewpoints; and

(g) take such other steps as are reasonably required to ensure that the Committee carries out its mandate.

5. Meetings

The Committee will meet at least quarterly, with additional meetings as deemed necessary by the Committee. If the Committee Chair is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the Committee may choose one of their members to chair the meeting. A quorum for meetings will be a majority of the members of the Committee, present in person or via communication devices that permits all persons participating in the meeting to speak to and hear each other. The Committee will maintain written minutes of its meetings and any other records as it deems appropriate. The minutes and records will be filed with the minutes of the meetings of the Board. The Committee will make regular reports of its meetings to the Board, directly or through its Chair, accompanied by any recommendations to the Board approved by the Committee.


6. Authority

The Committee shall have the authority to:

(a) Pre-approve non-audit services as may be delegated by the Committee to one or more independent members of the Committee, provided that such pre-approval must be presented to the Committee's first scheduled meeting following such pre-approval. Pre- approval of non-audit services is satisfied if:

(i) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than 5% of the total amount of fees paid by the Company and subsidiaries to the Company's external auditor during the fiscal year in which the services are provided;

(ii) the Company or a subsidiary did not recognize the services as non-audit services at the time of the engagement; and

(iii) the services are promptly brought to the attention of the Committee and approved, prior to completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee;

(b) engage independent counsel and other advisors as it determines necessary to carry out its duties;

(c) set and pay the compensation for any advisors employed by the Committee;

(d) communicate directly with the internal and external auditors of the Company, or any persons of the Company as needed;

(e) invite external or internal advisor(s), including any member of the management team or other person, to attend part or all of any meetings of the Committee to make presentations, participate in discussions, or provide information and assistance to the Committee as required;

(f) call upon and have access to resources for additional information or advice, including engaging external consultants; and

(g) have unrestricted access to employees and records of the Company to the fullest extent permitted by law and is authorized to take advice from external parties as appropriate at the Company's expense.

The Committee provides assurance to the Board that processes, controls and procedures are operating effectively, thus enabling the Company to assume the necessary risks to successfully operate the business and meet objectives.

7. Committee Responsibilities and Duties

The Committee's duty is to monitor and oversee the operations of management and the external auditor. Management is responsible for establishing and following the Company's internal controls and financial reporting processes and for compliance with applicable laws and policies. The external auditor is responsible for performing an independent audit of the Company's financial statements in accordance with generally accepted auditing standards, and for issuing its report on the statements.


The Committee should review and evaluate this Charter on an annual basis and recommend any proposed changes to the Board for approval in accordance with the requirements of applicable laws governing the Company, stock exchanges on which the Company's securities are listed and applicable securities regulatory authorities.

The specific duties of the Committee are as follows:

(a) Management Oversight:

(i) review and evaluate the Company's processes for identifying, analyzing and managing financial risks that may prevent the Company from achieving its objectives;

(ii) review and evaluate the Company's internal controls, as established by management;

(iii) review and evaluate the status and adequacy of internal information systems and security;

(iv) meet with the external auditor at least once a year in the absence of management;

(v) request the external auditor's assessment of the Company's financial and accounting personnel; and

(vi) review and evaluate the adequacy of the Company's procedures and practices relating to currency exchange rates;

(b) External Auditor Oversight:

(i) recommend to the Board the selection and, where applicable, the replacement of the external auditor to be appointed or nominated annually for shareholder approval;

(ii) recommend to the Board the compensation to be paid to the external auditor;

(iii) review and evaluate the external auditor's process for identifying and responding to key audit and internal control risks;

(iv) review the scope and approach of the annual audit;

(v) inform the external auditor of the Committee's expectations;

(vi) meet with the external auditor at least once a year in the absence of management; and


(vii) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Company;

(c) Review the independence of the external auditor on an annual basis:

(i) review with the external auditor both the acceptability and the quality of the Company's financial reporting standards;

(ii) resolve any disagreements between management and the external auditor regarding financial reporting;

(iii) review and pre-approve all audit and audit related services and recommend to the Board the fees and other compensation related thereto, and any non-audit services, provided by the Company's external auditor to the Company and its subsidiaries; and

(iv) confirm with the external auditor that the external auditor is independent and is ultimately accountable to the Board and the Committee as representatives of the shareholders.

(d) Financial Reporting Oversight:

(i) review with management and the external auditor the Company's annual and interim financial statements, management's discussion and analysis, any annual and interim profit or loss press releases and any reports or other financial information to be submitted to any governmental and/or regulatory body, or the public, including any certification, report, opinion, or review rendered by the external auditor, for the purpose of approval or recommending their approval to the Board prior to their filing, issue or publication;

(ii) ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements (other than the public disclosure referred to in (i) above), as well as review any financial information and earnings guidance provided to analysts and rating agencies, and periodically assess the adequacy of those procedures; and

(iii) discuss with the external auditor the quality and the acceptability of the International Financial Reporting Standards applied by management.

(e) "Whistleblower" Procedures:

(i) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, financial disclosure, or auditing matters;

(ii) establish procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, auditing or financial reporting and disclosure matters. For more information, see the Company's Whistleblower Policy; and

(iii) investigate concerns, complaints and reports in respect of accounting and auditing matters submitted under the Company's Whistleblower Policy.


In all cases, the Committee will make recommendations, where appropriate, to the management of the Company and/or to the Board. The Board and management of the Company will ensure that the Committee has adequate funding to fulfil its mandate.

8. Revisions

Last updated and approved by the Board on November 5, 2022.


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exhibit99-2xu001.jpg


MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of Endeavour Silver Corp. ("the Company") have been prepared by management in accordance with International Financial Reporting Standards (IFRS), and within the framework of the significant accounting policies disclosed in the notes to these consolidated financial statements.

Management, under the supervision and participation of the Chief Executive Officer and the Chief Financial Officer, have a process in place to evaluate disclosure controls and procedures and internal control over financial reporting as required by Canadian and United States securities regulations. We, as CEO and CFO, will certify our annual filings with Canadian Securities Administrators and the US Securities and Exchange Commission, as required in Canada by Multilateral Instrument 52-109 and in the United States as required by the Securities Exchange Act of 1934, respectively.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board carries out its responsibility principally through its Audit Committee, which is independent from management.

The Audit Committee of the Board of Directors meets with management to review the consolidated financial statements and related financial reporting matters prior to submitting the consolidated financial statements to the Board of Directors for approval. The Audit Committee reviews the consolidated financial statements and management discussion and analysis; considers the report of the external auditor; assesses the adequacy of internal controls, including management's assessment; examines the fees and expenses for audit services; and recommends to the Board the independent auditors for appointment by the shareholders. The independent auditors have full and free access to the Audit Committee and meet with it to discuss the audit work, financial reporting matters and our internal control over financial reporting. The Audit Committee is appointed by the Board of Directors and all of its members are independent directors.

March 8, 2024

s/ Daniel Dickson   /s/ Elizabeth Senez
     
Chief Executive Officer   Chief Financial Officer
 
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 2

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Endeavour Silver Corp.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Endeavour Silver Corp. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive earnings (loss), consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows for each of the years in the two year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 8, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 3

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of indicators of impairment of mineral properties, plant and equipment

As discussed in Note 3f to the consolidated financial statements, mineral properties, plant and equipment are evaluated for impairment indicators at each financial statement date. If an indicator of impairment exists for a cash-generating unit (“CGU”), the recoverable amount of the CGU is estimated. An impairment loss is recognized when the carrying amount of an asset, or its CGU, exceeds its recoverable amount. A CGU is identified as the smallest identifiable group of assets that generates cash flows that are largely independent of the cash flow from other assets or groups of assets. 

We identified the evaluation of indicators of impairment of mineral properties, plant and equipment as a critical audit matter. Significant auditor judgment was required to assess management's determination of whether external factors, including the impact of changes in commodity prices as well as internal factors such as the economic performance of assets and changes to mineral reserves and resources included in the Company’s life of mine plans, result in indicators of impairment.

The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment process, including controls over the assessment of indicators of impairment. We evaluated the Company's assessment of indicators of impairment of mineral properties, plant and equipment which included consideration of metal price forecasts and mineral reserves and resources information. We compared the Company's metal price forecasts to third party data. We evaluated the competence, experience, and objectivity of the qualified persons responsible for the mineral reserves and resources information and the Company's life of mine plans.

/s/ KPMG LLP
 

We have served as the Company's auditor since 1994.

Vancouver, Canada
March 8, 2024

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 4

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Endeavour Silver Corp.

Opinion on Internal Control Over Financial Reporting 

We have audited Endeavour Silver Corp.’s (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2023 and 2022, the related consolidated statements of comprehensive earnings (loss), changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated March 8, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Controls over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
 

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
 

Vancouver, Canada
March 8, 2024

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 5

 

ENDEAVOUR SILVER CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(expressed in thousands of US dollars)
 
 
      December 31,     December 31,  
  Notes   2023     2022  
               
ASSETS              
               
Current assets              
Cash and cash equivalents   $ 35,286   $ 83,391  
Other investments 4   5,135     8,647  
Accounts and other receivables 5   22,276     14,136  
Income tax receivable     3,268     4,024  
Inventories 6   27,258     19,184  
Prepaids and other assets 8   7,550     16,951  
Total current assets     100,773     146,333  
               
Non-current income tax receivable 19   4,262     3,570  
Non-current other investments 4   -     1,388  
Non-current IVA receivable 5   23,320     10,154  
Non-current loan receivable 8   1,874     2,729  
Right-of-use leased assets     706     806  
Deferred financing fees 9   7,545     -  
Other non-current assets

8

  21,670     565  
Mineral properties, plant and equipment 8, 9   314,657     233,892  
               
Total assets   $ 474,807   $ 399,437  
               
LIABILITIES AND SHAREHOLDERS' EQUITY              
               
Current liabilities              
Accounts payable and accrued liabilities   $ 46,146   $ 39,831  
Income taxes payable     7,801     6,616  
Loans payable 9   3,861     6,041  
Lease liabilities 10   436     261  
Total current liabilities     58,244     52,749  
               
Loans payable 9   4,658     8,469  
Lease liabilities 10   575     812  
Provision for reclamation and rehabilitation 11   8,745     7,601  
Deferred income tax liability 19   13,730     12,944  
Other non-current liabilities     2,514     968  
Total liabilities     88,466     83,543  
               
Shareholders' equity              
Common shares, unlimited shares authorized, no par value, issued, issuable            
and outstanding 217,245,492 shares (Dec 31, 2022 - 189,995,563 shares) 12   722,695     657,866  
Contributed surplus 12   4,556     6,115  
Retained deficit     (340,910 )   (348,087 )
Total shareholders' equity     386,341     315,894  
Total liabilities and shareholders' equity   $ 474,807   $ 399,437  

The accompanying notes are an integral part of these consolidated financial statements.

Approved on behalf of the Board:

/s/ Margaret Beck   /s/ Daniel Dickson
     
Director   Director
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 6

ENDEAVOUR SILVER CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
(expressed in thousands of US dollars, except for shares and per share amounts)
 
 
      Years ended  
      December 31,     December 31,  
  Notes   2023     2022  
               
Revenue 13 $ 205,463   $ 210,160  
               
Cost of sales:              
Direct production costs     118,831     113,880  
Royalties 8   22,210     17,811  
Share-based payments 12   (74 )   442  
Depreciation     27,885     25,179  
Write down of inventory to net realizable value 6   -     1,323  
      168,852     158,635  
               
Mine operating earnings     36,611     51,525  
               
Expenses:              
Exploration, evaluation and development 14   15,113     16,186  
General and administrative 15   12,363     10,613  
Care and maintenance costs     -     580  
Write off of mineral properties 8   435     682  
      27,911     28,061  
               
Operating earnings     8,700     23,464  
               
Finance costs 16   1,398     1,300  
               
Other income (expense):              
Foreign exchange gain     4,709     1,853  
Gain on asset disposal 8 (c)(d)   7,072     2,503  
Investment and other     (830 )   (1,571 )
      10,951     2,785  
               
Earnings before income taxes     18,253     24,949  
               
Income tax expense:              
Current income tax expense 19   11,344     6,376  
Deferred income tax expense 19   786     12,372  
      12,130     18,748  
               
Net earnings and comprehensive earnings   $ 6,123   $ 6,201  
               
               
Basic earnings per share   $ 0.03   $ 0.03  
Diluted earnings per share 12 (g) $ 0.03   $ 0.03  
               
Basic weighted average number of shares outstanding     196,018,623     183,009,339  
Diluted weighted average number of shares outstanding 12 (g)   197,764,799     185,349,634  

The accompanying notes are an integral part of these consolidated financial statements.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 7

ENDEAVOUR SILVER CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(expressed in thousands of US dollars, except for shares and per share amounts)
 
 
  Notes   Number of
shares
    Share
Capital
    Contributed
Surplus
    Retained
Deficit
    Total
Shareholders'
Equity
                                 
Balance at December 31, 2021     170,537,307   $ 585,406   $ 6,331   $ (354,330 ) $ 237,407  
                                 
Public equity offerings, net of issuance costs 12 (b)   9,293,150     43,116     -     -     43,116  
Issued on acquisition of mineral properties     8,577,380     25,589     -     -     25,589  
Exercise of options     569,200     2,377     (770 )   -     1,607  
Issued and issuable for performance share units 12 (c)   1,014,999     1,361     (3,259 )   -     (1,898 )
Issued for deferred share units 12 (f)   3,527     17     (17 )   -     -  
Share-based compensation 12 (c) (d)   -     -     3,878     -     3,878  
Canceled options 12 (c) (d)   -     -     (42 )   42     -  
Settlement of deferred share units 12 (c)   -     -     (6 )   -     (6 )
Earnings for the year     -     -     -     6,201     6,201  
                                 
Balance at December 31, 2022     189,995,563   $ 657,866   $ 6,115   $ (348,087 ) $ 315,894  
                                 
Public equity offerings, net of issuance costs 12 (b)   25,740,193     60,666     -     -     60,666  
Exercise of options 12 (c)   1,097,900     3,758     (1,305 )   -     2,453  
Settlement of performance and deferred share units 12 (d)   411,836     405     (2,817 )   -     (2,412 )
Share-based compensation 12 (c)(d)   -     -     3,617     -     3,617  
Canceled options 12 (c)   -     -     (1,054 )   1,054     -  
Earnings for the year     -     -     -     6,123     6,123  
                                 
Balance at December 31, 2023     217,245,492   $ 722,695   $ 4,556   $ (340,910 ) $ 386,341  

The accompanying notes are an integral part of these consolidated financial statements.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 8

ENDEAVOUR SILVER CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in thousands of US dollars)
 
 
      Years ended  
      December 31,     December 31,  
  Notes   2023     2022  
               
Operating activities              
Net earnings for the year   $ 6,123   $ 6,201  
               
Items not affecting cash:              
Share-based compensation 12 (c)(d)   3,617     3,878  
Depreciation 8   28,789     26,088  
Deferred income tax expense 19   786     12,372  
Unrealized foreign exchange loss     1,421     344  
Finance costs 16   1,398     1,300  
Accretion of loans receivable 5   (395 )   (97 )
Long term employee benefits     1,508     968  
Write off of exploration properties     435     682  
Write down of warehouse inventory to net realizable value 6   -     1,323  
Gain on asset disposal

8 (c)(d)

  (7,072 )   (2,503 )
Loss on other investments 4   2,522     3,470  
Performance and deferred share units settled in cash     (2,118 )   -  
Net changes in non-cash working capital 17   (25,243 )   967  
Cash from operating activities     11,771     54,993  
               
Investing activities              
Proceeds from disposal of property, plant and equipment     7,567     350  
Payment for mineral properties, plant and equipment     (117,787 )   (109,715 )
Purchase of other investments     (73 )   (2,119 )
Proceeds from disposal of other investments 4   2,451     -  
Redemption of (investment in) non-current deposits     (153 )   34  
Cash used in investing activities     (107,995 )   (111,450 )
               
Financing activities              
Repayment of loans payable 9   (5,991 )   (5,054 )
Repayment of lease liabilities 10   (342 )   (219 )
Interest paid 9, 10   (822 )   (790 )
Proceeds from public equity offerings 12 (b)   62,656     46,001  
Proceeds from exercise of options 12 (c)   2,453     1,607  
Payment of deferred financing fees 9   (7,545 )   -  
Proceeds from loans receivable     800     -  
Payment of share issuance costs 12 (c)(d)   (1,990 )   (2,885 )
Performance and deferred share units witholding tax settlement 12 (d)(e)   (294 )   (1,904 )
Cash from financing activities     48,925     36,756  
               
Effect of exchange rate change on cash and cash equivalents     (806 )   (211 )
               
Decrease in cash and cash equivalents     (48,105 )   (19,912 )
Cash and cash equivalents, beginning of the year     83,391     103,303  

Cash and cash equivalents, end of the year 

  $ 35,286   $ 83,391  

Supplemental cash flow information (Note 17)

The accompanying notes are an integral part of these consolidated financial statements.

 

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 9

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

 

 

1. CORPORATE INFORMATION

Endeavour Silver Corp. (the "Company" or "Endeavour Silver") is a corporation governed by the Business Corporations Act (British Columbia, Canada). The Company is engaged in silver mining in Mexico and related activities including acquisition, exploration, development, extraction, processing, refining and reclamation. The Company is also engaged in exploration activities in Chile and United States. The address of the registered office is #1130 - 609 Granville Street, Vancouver, B.C., V7Y 1G5.

 

2. BASIS OF PRESENTATION

These consolidated financial statements have been prepared in accordance with and using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s year ended December 31, 2023.  

The Board of Directors approved the consolidated financial statements for issue on March 8, 2024.

The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates (Note 3 (b)).

These consolidated financial statements are presented in the Company's functional currency of US dollars and include the accounts of the Company and its wholly owned subsidiaries: Endeavour Management Corp., Endeavour Gold Corporation S.A. de C.V., EDR Silver de Mexico S.A. de C.V. SOFOM, Minera Santa Cruz Y Garibaldi S.A de C.V., Metalurgica Guanaceví S.A. de C.V., Minera Plata Adelante S.A. de C.V., Refinadora Plata Guanaceví S.A. de C.V., Minas Bolañitos S. A. de C.V., Guanaceví Mining Services S.A. de C.V., Recursos Humanos Guanaceví S.A. de C.V., Recursos Villalpando S.A. de C.V., Servicios Administrativos Varal S.A. de C.V., Minera Plata Carina SPA, MXRT Holding Ltd., Compania Minera del Cubo S.A. de C.V., Minas Lupycal S.A. de C.V., Metales Interamericanos S.A. de C.V., Oro Silver Resources Ltd., Minera Oro Silver de Mexico S.A. de C.V. disposed of on September 9, 2022 (Note 8 (d)), Terronera Precious Metals S.A. de C.V., Minera Pitarrilla S.A. de C.V. (formerly SSR Durango S.A de C.V.), Endeavour USA Holdings Corp. and Endeavour USA Corp. All intercompany transactions and balances have been eliminated upon consolidation of these subsidiaries.

 

3. MATERIAL ACCOUNTING POLICIES

The accounting policies below have been applied consistently to all years presented and by all subsidiaries in the group.

(a) Currency translation

The functional and reporting currency of the Company and its subsidiaries is the US dollar. Transactions in currencies other than an entity's functional currency are recorded at the rates of exchange prevailing on the transaction dates. Monetary assets and liabilities that are denominated in foreign currencies are translated at the rates prevailing at each reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date the fair value was determined. Non-monetary items that are measured in terms of historical costs in a foreign currency are not retranslated. Foreign currency translation differences are recognized in comprehensive earnings (loss).

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 10

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

(b) Use of estimates and judgments

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

These estimates and judgments are based on management's knowledge of the relevant facts and circumstances at the time, having regard to prior experience, and are continually evaluated. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Actual results could differ materially from those estimates.

Significant areas requiring the use of management judgment relate to the determination of mineralized reserves and resources, plant and equipment useful lives, existence of indication of impairment or impairment reversal of non-current assets, and recognition of deferred tax assets.

Significant areas requiring the use of management estimates relate to the valuation of inventory, mineral properties, plant and equipment, impairment of non-current assets, provision for reclamation and rehabilitation, and income taxes.

Critical judgments and estimates in applying policies that have the most significant effect on the amounts recognized in the consolidated financial statements include the following:

Determination of mineral reserves and resources

Judgments about the amount of product that can be economically and legally extracted from the Company's properties are made by management using a range of geological, technical and economic factors, history of conversion of mineral deposits to proven and probable reserves as well as data regarding quantities, grades, production techniques, recovery rates, production costs, commodity prices and exchange rates. This process may require complex and difficult geological judgments to interpret the data. The Company uses qualified persons (as defined by the Canadian Securities Administrator's National Instrument 43-101) to compile this data.

Changes in the judgments surrounding reserves and resources may impact the carrying value of mineral properties, plant and equipment (Note 8), reclamation and rehabilitation provisions (Note 11), recognition of deferred income tax amounts (Note 19), and depreciation (Note 8).

Estimating the quantity and/or grade of reserves and resources requires the size, shape and depth of ore bodies or fields to be determined by analyzing geological data such as drilling samples. Following this, the quantity of ore that can be extracted in an economical manner is calculated using data regarding the life of mine plans and forecast sales prices (based on current and long-term historical average price trends). Changes in estimates can be the result of estimated future production differing from previous forecasts of future production, expansion of mineable ore through exploration activities, differences between estimated and actual costs of mining and differences in the commodity price used in the estimation of mineable ore.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 11

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

Review of asset carrying values and assessment of impairment (accounting policy Note 3 (f) and Note 3 (e))

Management applies significant judgment in assessing each cash-generating unit or assets for the existence of indicators of impairment or impairment reversal at the reporting date. Internal and external factors are considered in assessing whether indicators are present that would necessitate impairment testing. Significant assumptions regarding commodity prices, operating costs, capital expenditures and discount rates are used in determining whether there are any indicators of impairment. These assumptions are reviewed regularly by senior management and compared, when applicable, to relevant market consensus views.

If an indicator of impairment or reversal exists, the asset's recoverable amount is estimated. The recoverable amount is the greater of fair value less costs of disposal and value in use. The determination of fair value less costs of disposal and value in use requires management to make estimates and assumptions about future metal prices, production based on current estimates of capacity, ore grade, recovery rate and recoverable reserves and resources, future operating costs, capital expenditures and assets salvage value The estimates and assumptions are subject to risk and uncertainty, and as such there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in earnings (loss).

Estimation of the amount and timing of reclamation and rehabilitation costs (accounting policy Note 3 (g))

Accounting for restoration requires management to make estimates of the future costs the Company will incur to complete the reclamation and rehabilitation work required to comply with existing laws, regulations and agreements in place at each mining operation and any environmental and social principles the Company is affected by. The calculation of the present value of these costs also includes assumptions regarding the timing of reclamation and rehabilitation work, applicable risk-free interest rate based on the government bond yield for discounting those future cash flows, inflation and foreign exchange rates and assumptions relating to probabilities of alternative estimates of future cash flows. Actual costs incurred may differ from those amounts estimated. Future changes to environmental laws and regulations could increase the extent of reclamation and rehabilitation work required to be performed by the Company. Increase in future costs could materially impact the amounts charged to operations for reclamation and rehabilitation.

Taxes (Note 3 (j))

Judgment is required in determining the recognition and measurement of deferred income tax assets and liabilities on the balance sheet. In the normal course of business, the Company is subject to assessment by taxation authorities in various jurisdictions. These authorities may have different interpretations of tax legislation or tax agreements than those applied by the Company in computing current and deferred income taxes. These different interpretations may alter the timing or amounts of taxable income or deductions.

Final taxes payable and receivable are dependent on many factors, including outcomes of tax litigation and resolution of disputes. The resolution of these uncertainties may result in adjustments to the Company's tax assets and liabilities and value added tax receivable balances.

Management assesses the likelihood and timing of taxable earnings in future periods in recognizing deferred income tax assets. Estimates of future taxable income are based on forecasted cash flows using life of mine projections and the application of existing tax laws in each jurisdiction.

To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred income tax assets recorded at the balance sheet date could be impacted. In addition, future changes to tax laws could limit the ability of the Company to obtain tax deductions in future periods from deferred income tax assets. Deferred income tax assets are disclosed in Note 19.

Inventory (Note 3 (d))

In valuing inventories at the lower of cost and net realizable value, the Company makes estimates in determining the net realizable price and in quantifying the contained metal in finished goods and work in process.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 12

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

(c) Marketable securities

Marketable securities include investments in shares of companies and other investments capable of reasonably prompt liquidation. Share investments are measured at fair value through profit and loss and carried at fair value. Unrealized gains and losses are recognized in earnings (loss).

(d) Inventories

Work in process inventories, including ore stockpiles, are valued at the lower of production cost and net realizable value, after an allowance for further processing costs. Finished goods inventory, characterized as doré bars or concentrate, is valued at the lower of production cost and net realizable value. The cost includes an appropriate share of production overheads based on normal operating capacity. Materials and supplies are valued at the lower of weighted average cost and replacement cost. Similar inventories within the consolidated group are measured using the same method, and the reversal of previous write-downs to net realizable value is required when there is a subsequent increase in the value of inventories.

(e) Mineral properties, plant and equipment

Mineral properties, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of mineral properties, plant and equipment items consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Mineral properties include direct costs of acquiring properties (including option payments) and costs incurred directly in the development of properties once the technical feasibility and commercial viability has been established.

Development costs relating to specific properties are capitalized prospectively upon management's determination that a property will be developed. A development decision is made based upon consideration of project economics, including future metal prices, reserves and resources, and estimated operating and capital costs. Capitalization of costs incurred ceases when the property is capable of operating in the manner intended by management.

Exploration costs are incurred in the search for economic mineral deposits or the process of obtaining more information about existing mineral deposits and these costs are expensed as incurred. Evaluation costs are incurred to establish the technical and commercial viability of mineral deposits. Evaluation costs are capitalized when management determines there is a high degree of confidence that future economic benefits will flow to the Company. Ongoing evaluation costs that do not meet requirements for capitalizing are expensed in earnings (loss) for the period. Acquired exploration and evaluation projects and acquired exploration rights are recognized as assets at their cost of acquisition or at fair value if purchased as part of a business combination. Upon demonstrating technical feasibility and commercial viability, and subject to an impairment analysis, capitalized exploration and evaluation costs are transferred to mineral property costs within mineral properties, plant and equipment. Where an item of plant and equipment comprises major components with different useful lives, the components are accounted for as separate items of plant and equipment and depreciated separately over their useful lives.

Plant and equipment are recorded at cost and depreciated using either the straight-line method at rates varying from 5% to 30% annually. The accumulated costs of mineral properties are depleted using the units of production method, based on proven and probable reserves (as defined by National Instrument 43-101).

The Company conducts an annual assessment of the residual balances, useful lives and depreciation methods being used for mineral properties, plant and equipment and any changes arising from the assessment are applied by the Company prospectively.

(f) Impairment of non-current assets

The Company's tangible assets are reviewed for indications of impairment or reversal of a previous impairment at each financial statement date. If an indicator of impairment or reversal exists, the asset's recoverable amount is estimated. An impairment loss is recognized when the carrying amount of an asset, or its cash-generating unit, exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash flows that are largely independent of the cash flows from other assets or groups of assets. Impairment losses are recognized in earnings (loss) for the period.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 13

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

The recoverable amount is the greater of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a risk free discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount and the recoverable amount exceeds the carrying amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized.

Management periodically reviews the carrying values of its exploration and evaluation assets with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of reserves, forecast future metal prices, forecast future costs of exploring, developing and operating a producing mine, expiration term and ongoing expense of maintaining leased mineral properties and the general likelihood that the Company will continue exploration. The Company does not set a pre-determined holding period for properties with unproven reserves. However, properties which have not demonstrated suitable mineral concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted and their carrying values are recoverable.

If any area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are recognized in earnings (loss) in the period of abandonment or determination that the carrying value exceeds its fair value. The amounts recorded as mineral properties represent costs incurred to date and do not necessarily reflect present or future values.

(g) Provision for reclamation and rehabilitation

The Company recognizes provisions for statutory, contractual, constructive or legal obligations associated with the decommissioning and reclamation of mineral properties, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. A liability is recognized at the time environmental disturbance occurs and the resulting costs are capitalized to the corresponding asset. The provision for reclamation and rehabilitation obligations is estimated using expected cash flows based on engineering and environmental reports prepared by third-party industry specialists and is discounted at a pre-tax rate specific to the liability. The capitalized amount is amortized on the same basis as the related asset.

In subsequent periods, the liability is adjusted for any changes in the amount or timing of the estimated future cash costs, changes in the discount or inflation rates and for the accretion of discounted underlying future cash flows. The unwinding of the effect of discounting the provision is recorded as a finance cost in earnings (loss) for the period.

(h) Revenue recognition

Revenue is generated from the sale of refined silver and gold or from the sale of these metals contained in doré or concentrate. Revenue for doré is recorded in the consolidated statement of comprehensive earnings (loss) gross of treatment and refining costs paid to counterparties under the terms of the sales agreements. Revenue for concentrate is recorded in the consolidated statement of comprehensive earnings (loss) net of treatment and refining costs paid to counterparties under the terms of the sales agreements. Revenue is recognized when control of the metal is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for the metals. In determining whether the Company has satisfied its performance obligation, it considers the indicators of the transfer of control, which include but are not limited to, whether: the Company has a present right to payment; the customer has a legal title to the asset; the Company has transferred physical possession of the asset to the customer; and the customer controls the risks and rewards of ownership of the asset.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 14

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

Revenue from metals in doré

The refiners who receive doré from the Company refine the materials on the Company's behalf. The refiners transfer the refined product to our customers according to the Company's instructions. Refined metals are sold at spot prices with sales proceeds collected upon or within several days of the completion of the sales transaction. Revenue from sale of doré is recognized at the time a metal sale is executed and the Company has irrevocably directed the refiner to deliver the refined metal to the customer.

Revenue from metals in concentrate

Metals in concentrate are sold under pricing arrangements where final prices are determined by market prices subsequent to the date of sale. Revenue from the sale of concentrates is provisionally priced at the date control transfers. On transfer, the Company recognizes revenue on a provisional basis based on current prices and at each period end, re-estimated prices based on period end closing prices for the estimated month of settlement. The final selling price is subject to movements in metal prices up to the final settlement date. Revenue is initially recognized based on the estimated mineral content then adjusted to final settlement adjustments. Final settlement periods range from two to six months after delivery of the product.

Variations between the sales price recorded at the initial recognition date and the actual final sales price at the settlement date, caused by changes in market metal prices, results in an embedded derivative in the related trade accounts receivable. For each reporting period until final settlement, period end closing prices are used to record revenue. The embedded derivative is recorded at fair value each period until final settlement occurs, with changes in fair value classified as an adjustment to revenue.

 

(i) Share-based payments

The Company has a share option plan and a share unit plan which are described in Note 12 (c) and Note 12 (d) respectively. Equity-settled share-based payment awards to employees are measured by reference to the fair value of the equity instruments granted and are charged over the vesting period using the graded vesting method. The amount recognized as an expense is adjusted to reflect the actual number of share options for which the related service and vesting conditions are met. Equity-settled share-based payment awards to non-employees are measured at the fair value of the goods or services received as the goods or services are received, unless that fair value cannot be measured reliably, in which case they are measured by reference to the fair value of the equity instrument. The offset is credited to contributed surplus. Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital. For those options that expire or are forfeited after vesting, the amount previously recorded in contributed surplus is transferred to deficit.

Share-based compensation expense relating to cash-settled awards, including deferred share units and share appreciation rights which are described in Note 12 (e) and Note 12 (f), is recognized over the vesting period of the units based on the fair market value of the units. As these awards will be settled in cash, the expense and liability are adjusted each reporting period for changes in the fair value.

(j) Income taxes

Income tax expense (recovery) comprises current and deferred tax. It is recognized in earnings (loss) except to the extent that it relates to a business combination, or items recognized directly in equity or other comprehensive income.

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustments to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

The Company follows the asset and liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and tax losses carried forward. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings (loss) in the period that includes the substantive enactment date. Deferred tax assets are recognized to the extent their recovery is considered probable based on their term to expiry and estimates of future taxable income. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable earnings improve.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 15

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

(k) Earnings per share

The Company uses the treasury stock method for calculating diluted earnings per share. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the year.

(l) Financial instruments

The Company recognizes financial assets and financial liabilities on the date the Company becomes party to the contractual provisions of the instruments. On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as fair value through profit or loss ("FVTPL"). Transaction costs of financial assets and liabilities classified as FVTPL are expensed in the period in which they are incurred. A financial asset is derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial assets or when cash flows expire. A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled or expired.

On initial recognition, the Company classifies and measures financial assets as either FVTPL, fair value through other comprehensive income ("FVTOCI") or amortized cost. Subsequent measurement of financial assets depends on the classifications of such assets. The basis of classification depends on an entity's business model and the contractual cash flows of the financial asset.

Amortized cost

Financial assets that meet the following conditions are measured subsequently at amortized cost:

  • The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows, and
  • The contractual terms of the financial asset provide cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance. Interest income is recognized using the effective interest method.

Fair value through profit and loss

By default, all other financial assets are measured at FVTPL.

The Company, at initial recognition, may also irrevocably designate a financial asset as measured at FVTPL if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or liabilities or recognizing the gains or losses on them on a different basis. Financial assets measured at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognized in profit or loss to the extent that they are not part of a designated hedging relationship. Determination of fair value is further described in Note 20.

Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are measured at the proceeds received, net of direct issue costs.

Financial liabilities that are not contingent consideration of an acquirer in a business combination, held for trading or designated as FVTPL, are measured at amortized cost using the effective interest method.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 16

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

The Company's financial instruments are recognized as:

Assets  
Cash and cash equivalents Amortized cost
Trade and other receivables (other than derivatives) Amortized cost
Trade receivables (derivative component) FVTPL
Loans receivable Amortized cost
Other investments FVTPL
   
Liabilities  
Accounts payable and accrued liabilities Amortized cost
Loans payable Amortized cost
Share appreciation rights and deferred share units FVTPL

(m) Accounting standards adopted during the year

The Company has adopted the following new accounting standard and amendments to IFRS:

Amendments to IAS 1, Presentation of Financial Statements (effective January 1, 2023) require entities to disclose their material accounting policy information rather than significant accounting policy information. The amendments provide guidance on how an entity can identify material accounting policy information and clarify that information may be material because of its nature, even if the related amounts are immaterial. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in note 3 in certain instances.

 

4. OTHER INVESTMENTS

    December 31,     December 31,  
    2023     2022  
Balance at beginning of the year $ 10,035   $ 11,200  
Investment additions, at cost   73     2,305  
Proceeds from disposals   (2,451 )   -  
Loss on investments   (2,522 )   (3,470 )
Balance at end of the year   5,135     10,035  
Less: Non-current portion   -     1,388  
Current investments $ 5,135   $ 8,647  

The Company holds $5,049 in investments that are classified as Level 1 and $86 in investments that are classified as Level 3 in the fair value hierarchy (Note 20) and are classified as financial assets measured at FVTPL. The fair value of Level 1 investments is determined based on a market approach reflecting the closing price of each investment at the reporting date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the investment, being the market with the greatest volume and level of activity for the investments. Investments classified as Level 3 in the fair value hierarchy are share purchase warrants and the fair value of the warrants at each period end has been estimated using the Black-Scholes Option Pricing Model.

During the year ended December 31, 2022, the Company acquired 6,600,000 units of Max Resource Corp ("Max") through a private placement with each unit consisting of one common share and ½ share purchase warrant. At the same time, the Company entered into a collaboration agreement with Max under which acquired shares and warrants of Max that have certain transfer restrictions and cannot be liquidated before March 28, 2024. Accordingly, at inception these shares and warrants were classified as non-current and are classified as such in the comparative figures. As at December 31, 2023, these warrants have a $0 value.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 17

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

5. ACCOUNTS AND OTHER RECEIVABLES

      December 31,     December 31,  
      2023     2022  
               
Trade receivables   $ 6,608   $ 4,385  
IVA receivable     12,564     8,062  
Other receivables     1,654     689  
Current portion of loan receivable     1,450     1,000  
    $ 22,276   $ 14,136  

At December 31, 2023 the trade receivables relate to concentrate sales from the Bolañitos mine. The fair value of receivables arising from concentrate sales contracts with provisional pricing mechanisms measured using the appropriate period end closing prices for the estimated contained metal. These receivables meet the definition of an embedded derivative, and are classified within Level 2 of the fair value hierarchy (Note 20).

The Company's Mexican subsidiaries pay value added tax, Impuesto al Valor Agregado ("IVA"), on the purchase and sale of goods and services. The net amount paid is recoverable and is subject to review and assessment by the tax authorities. The Company regularly files the required IVA returns and all supporting documentation with the tax authorities, however, the Company has been advised that certain IVA amounts receivable from the tax authorities are being withheld pending completion of the authorities' audit of certain of the Company's third-party suppliers. Under Mexican law the Company has legal rights to those IVA refunds and the results of the third-party audits should have no impact on refunds. From time to time IVA refund requests are improperly denied based on the alleged lack of compliance of certain formal requirements and information returns by the Company's third-party suppliers. The Company takes necessary legal action on the delayed refunds as well as any improperly denied refunds.

These delays and denials have occurred in Refinadora Plata Guanaceví S.A. de C.V. ("Guanaceví"). At December 31, 2023, Guanaceví holds $11,122 in IVA receivables which the Company and its advisors have determined to be recoverable from tax authorities (December 31, 2022 $6,402 respectively). The Company is in regular contact with the tax authorities in respect of its IVA filings and believes the full amount of its IVA receivables will ultimately be received; however, the timing of recovery of these amounts and the nature and extent of any adjustments to the Company's IVA receivables remains uncertain.

As at December 31, 2023, the total IVA receivable of $35,884 (December 31, 2022 - $18,216) has been allocated between the current portion of $12,564, which is included in accounts and other receivables, and a non-current portion of $23,320 (December 31, 2022 - $8,062 and $10,154 respectively). The non-current portion is composed of Guanacevi of $1,728, which is currently under appeal and is unlikely to be received in 2024. The remaining $21,592 is IVA receivable for Terronera which has been submitted for refund.

The Company has a loan receivable in the amount of $5,000 payable in cash payments over a five year period with an initial payment of $250. Instalment payments of $500 will be made every six months other than the third payment, which will be $750. The payments are secured by a pledge of the shares of Minera Oro Silver de Mexico, S.A. de C.V.. At the date of the sale, using the effective interest rate method, management has estimated the fair value of the $5,000 loan receivable to be $3,882. As of December 31, 2023, the carrying value of the loan receivable is $3,324, consisting of the current portion of $1,450 and non-current portion of $1,874.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 18

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

6.  INVENTORIES

 

    December 31,     December 31,  
    2023     2022  
             
Warehouse inventory $ 12,885   $ 9,682  
Stockpile inventory   3,279     2,389  
Finished goods inventory   9,491     6,138  
Work in process inventory   1,603     975  
  $ 27,258   $ 19,184  

The warehouse inventory balance at December 31, 2023 includes a provision created in the prior year ended December 31, 2022 of $1,179 at the Guanacevi mine and $1,038 at the Bolañitos mine.

 

7. RELATED PARTY TRANSACTIONS

The Company previously shared common administrative services and office space with a company related by virtue of a former common director and from time to time incurred third party costs on behalf of related parties on a full cost recovery basis. The agreement for sharing office space and administrative services ended in May 2022. The charges for these costs totaled $nil for the year ended December 31, 2023 (December 31, 2022 - $9). The Company has a $nil net receivable related to these costs as of December 31, 2023 (December 31, 2022 - $nil).

The Company was charged $553 for legal services for the year ended December 31, 2023 by a legal firm in which the Company's corporate secretary is a partner (December 31, 2022 - $428). The Company has $86 payable to the legal firm as at December 31, 2023 (December 31, 2022 - $10).

Key management personnel

The key management of the Company comprises executive and non-executive directors, members of executive management and the Company's corporate secretary. Compensation of key management personnel was as follows:

    December 31,     December 31,  
    2023     2022  
             
Salaries and short-term employee benefits $ 3,322   $ 2,957  
Non-executive directors' fees   331     312  
Non-executive directors' deferred share units   (659 )   (362 )
Share-based payments   2,510     2,974  
  $ 5,504   $ 5,881  

The existing non-executive directors' deferred share units are comprised of both equity and cash settled deferred share units. The recognized expense or recovery includes the fair value of new issuances of deferred share units during the period and the change in fair value of all outstanding cash-settled deferred share units during the reporting period. During the year ended December 31, 2023, the Company granted 225,482 deferred share units (December 31, 2022 - 109,634) with a fair value of $668 (December 31, 2022 - $523) at the date of grant. At December 31, 2023, there were 1,044,204 cash settled deferred share units and 330,078 equity-settled deferred share units outstanding with a fair value of $3,214 (December 31, 2022 - 104,596 outstanding with a fair value of $3,873).

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 19

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

The amount disclosed for share-based payments is the expense for the year calculated in accordance with IFRS 2, Share-based payments for share options, performance share units and deferred share units (Notes 12 (c), (d) and (e)). The fair values of these share-based payments are recognized as an expense over the vesting period of the award. Therefore, the compensation expense in the current year comprises a portion of current year awards and those of preceding years that vested within the current year.

8. MINERAL PROPERTIES, PLANT AND EQUIPMENT

    Mineral           Machinery &           Transport &        
    properties     Plant     equipment     Building     office equipment     Total  
Cost                                    
                                     
Balance at December 31, 2021 $ 511,399   $ 98,185   $ 87,140   $ 13,445   $ 12,045   $ 722,214  
Additions   103,635     5,217     19,877     7,573     1,978     138,280  
Disposals   (14,966 )   (6,542 )   (757 )   (662 )   (746 )   (23,673 )
Balance at December 31, 2022 $ 600,068   $ 96,860   $ 106,260   $ 20,356   $ 13,277   $ 836,821  
Additions   56,753     36,754     12,134     5,194     2,382     113,217  
Disposals   (674 )   -     (417 )   -     (623 )   (1,714 )
Balance at December 31, 2023 $ 656,147   $ 133,614   $ 117,977   $ 25,550   $ 15,036   $ 948,324  
                                     
Accumulated depreciation                                    
                                     
Balance at December 31, 2021 $ 444,769   $ 88,208   $ 49,445   $ 9,194   $ 8,401   $ 600,017  
Depreciation   14,786     2,268     5,301     346     1,205     23,906  
Disposals   (13,574 )   (6,442 )   (326 )   (159 )   (493 )   (20,994 )
Balance at December 31, 2022 $ 445,981   $ 84,034   $ 54,420   $ 9,381   $ 9,113   $ 602,929  
Depreciation   20,723     1,598     7,241     365     1,581     31,508  
Disposals   -     -     (177 )   -     (593 )   (770 )
Balance at December 31, 2023 $ 466,704   $ 85,632   $ 61,484   $ 9,746   $ 10,101   $ 633,667  
Net book value                                    
At December 31, 2022 $ 154,087   $ 12,826   $ 51,840   $ 10,975   $ 4,164   $ 233,892  
At December 31, 2023 $ 189,443   $ 47,982   $ 56,493   $ 15,804   $ 4,935   $ 314,657  

Included in mineral properties is $80,231 for acquisition costs of exploration properties and $59,682 for acquisition and development costs of development properties (December 31, 2022 - $80,155 and $26,669 respectively).

Other non-current assets include $20,952 of deposits related to items of property, plant and equipment at Terronera.  Prepaids and other assets as at December 31, 2022 included $12,316 of deposits related to items of property, plant and equipment at Terronera.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 20

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

The Company is obliged to make certain royalty payments on its mineral properties. The following table includes the significant royalties payable by the Company as of December 31, 2023:

Location Royalties payable
El Porvenir and El Curso properties at Guanaceví mine

$12 dollar fixed per tonne production payment plus additional net smelter royalty when the silver price obtained is as follows:

    • 4% for price less than or equal to $15 dollars per oz

    • 9% for price greater than $15 dollars and up to $20 dollars per oz

    • 13% for price greater than $20 dollars and up to $25 dollars per oz

    • 16% for price greater than $25 dollars per oz

La Sanguijuela at Terronera mine       2% net smelter royalty
Pitarrilla, exploration in Mexico       1.25% net smelter royalty
Guadalupe Y Calvo, exploration in Mexico       2% net smelter royalty
San Patricio, La Palmilla , exploration in Mexico       1% net smelter royalty
Aida, exploration in Chile       2% net smelter royalty
Paloma, exploration in Chile       2% net smelter royalty

(a) Terronera, Mexico

The Company hold an option agreement to acquire a 100% interest in the La Sanguijuela property, located adjacent to the existing Terronera properties. The agreement requires payments totaling $550 over a four-year period as well as the NSR noted in the table above.

(b) Pitarrilla Project

On January 17, 2022, the Company entered into a definitive agreement to purchase the Pitarrilla project in Durango State, Mexico, by acquiring all of the issued and outstanding shares of SSR Durango, S.A. de C.V. from SSR Mining Inc. ("SSR") for total consideration of $70 million (consisting of $35 million in Company's shares and a further $35 million in cash or in the Company's shares at the election of SSR and as agreed to by the Company) and a 1.25% net smelter returns royalty as noted in the table above. SSR retains a 1.25% NSR Royalty in Pitarrilla. Endeavour will have matching rights to purchase the NSR Royalty in the event SSR proposes to sell it.

The acquisition was completed on July 6, 2022. Total consideration included 8,577,380 shares of the Company issued on July 6, 2022 and a $35.1 million cash payment. Fair value of the 8,577,380 common shares issued on July 6, 2022 was $25,590 at CAN$3.89 per share. The deemed value of the common shares issued, at the time of agreement, was $34.9 million.

The acquisition is outside the scope of IFRS 3 Business Combinations, as the Pitarrilla project does not meet the definition of a business, and as such, the transaction was accounted for as an asset acquisition. The purchase price is allocated to the underlying assets acquired and liabilities assumed, based upon their estimated fair values at the date of acquisition.

Pitarilla Project purchase consideration:      
Common shares issued $ 25,590  
Consideration paid in cash   35,067  
Acquisition costs   880  
Total consideration $ 61,537  
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 21

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

Fair value summary of assets acquired and liabilities assumed:

Assets:      
Current assets $ 288  
Buildings and equipment   652  
Mineral properties   60,811  
Total assets $ 61,751  
       
Liabilities:      
Accounts payable and accrued liabilities   170  
Reclamation liability   44  
Total liabilities $ 214  
Net identifiable assets acquired $ 61,537  

In December 2018, the Company signed an option agreement to acquire up to a 70% interest in the Paloma project in Antofagasta Province, Chile. Agreement granted the Company the right to acquire its initial 51% interest by paying $750 and spending $5,000 over five years with the final payment due in 2023, followed by a second option to acquire 70% by completing a Preliminary Economic Assessment and a Preliminary Feasibility Study. In June 2023, the Company elected to not proceed with the final payment and the carrying value of $435 has been written off during, 2023.

(c) Calicanto Properties

On August 31, 2023, Minera Plata Adelante SA de CV ("MPA") executed an agreement with Gold Royalty Corp. to sell all of MPA's interest in the 1% Cozamin Royalty for total consideration of $7,500, payable in cash. The sale agreement includes an option granted to Gold Royalty Corp to purchase any additional royalties which may be granted on the five remaining concessions under the 2017 concession division agreement. Sale resulted in the gain of $6,990 presented in gain on asset disposal for the year ended December 31, 2023.

(d) El Compas, Mexico

On September 9, 2022, the Company entered into an agreement to sell its 100% interest in Minera Oro Silver de Mexico, S.A. de C.V. to Grupo ROSGO, S.A. de C.V., ("Grupo ROSGO"). Minera Oro Silver holds the El Compas property and the lease on the La Plata processing plant in Zacatecas, Mexico.

The carrying value of the net Minera Oro Silver's net assets at the date of the sale was $1,149 resulting in the Company recording a $2,733 gain, presented in gain on asset disposal for the year ended December 31, 2022.

Pursuant to the agreement, Grupo ROSGO assumed the Minera Oro Silver loan payable to the Company.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 22

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

9. LOANS PAYABLE

 

    December 31,     December 31,  
    2023     2022  
             
Balance at the beginning of the year $ 14,510   $ 10,494  
Net proceeds from software and equipment financing   -     9,070  
Finance cost   728     726  
Repayments of principal   (5,991 )   (5,054 )
Repayments of finance costs   (728 )   (726 )
Balance at the end of the year $ 8,519   $ 14,510  
             
Less: Current loans payable $ 3,861   $ 6,041  
Balance: Non-current loans payable $ 4,658   $ 8,469  

The Company currently has financing arrangements for equipment totaling $20,013, with terms ranging from one to four years. The agreements require either monthly or quarterly payments of principal and interest with a weighted-average interest rate of 5.8%.

The equipment financing is secured by the underlying equipment purchased and is subject to various non-financial covenants and as at December 31, 2023, the Company was in compliance with these covenants. As at December 31, 2023, the net book value of equipment includes $17,720 (December 31, 2022 - $24,379) of equipment pledged as security for the equipment financing.

Debt Facility

On October 6, 2023, the Company, through its wholly owned subsidiary Terronera Precious Metals, S.A. de C.V., executed a credit agreement with Societe Generale and ING Bank N. V. with certain definitive terms agreed to for a senior secured debt facility for up to $120 million (the "Debt Facility"). Proceeds from the Debt Facility will be used towards construction of the underground mine and mill at the Company's Terronera Project. The Debt Facility has a term of 8.5 years, including a 2-year grace period during the construction phase, and carries interest rate equal to US Secured Overnight Financing Rate ("SOFR") + 4.50% per annum prior to completion and SOFR + 3.75% per annum from completion of the Terronera project until the fifth anniversary of the loan, and SOFR + 4.25% from the fifth anniversary onwards.

Repayment of the facility begins in the fourth quarter of 2025, in the form of quarterly installments, in addition a cash sweep will be applied to 35% of excess cash flow after debt service from project completion onwards until $35 million of loan principal has been prepaid.

The Debt Facility is subject to certain customary conditions precedent and debt servicing covenants, including requirement for the Company to enter into gold and foreign exchange hedging programs prior to initial drawdown. The Company is required to hedge 68,000 ounces of gold over the initial two operating years. The Company is also required to hedge 75% of the estimated remaining capital expenditures incurred in Mexican Pesos and for 70% of the projected operating costs incurred in Mexican Pesos. Additionally, cost overrun funding is required in the form of cash, letter of credit issued by a Canadian financial institution or a combination of both for up to $48 million.

The Debt Facility is secured through corporate guarantees from the Company, certain of the Company's subsidiaries and a first ranking security interest over the Terronera project.

As at December 31, 2023, and the date of the approval of consolidated financial statements, the debt facility remains undrawn.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 23

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

10. LEASE LIABILITIES

The Company leases office and warehouse space. As at December 31, 2023, the remaining terms on these leases are between one and five years. Certain leases include an option to renew the lease after the end of the contract term and/ or provide for payments that are indexed to local inflation rates.

The following table presents the lease obligations of the Company:

    December 31,     December 31,  
    2023     2022  
             
Balance at the beginning of the year $ 1,073   $ 1,001  
Additions   221     344  
Interest   94     64  
Payments   (436 )   (282 )
Effects of movement in exchange rates   59     (54 )
Balance at the end of the year   1,011     1,073  
Less: Current portion   436     261  
Non-current lease liabilities $ 575   $ 812  

As at December 31, 2023, the lease liabilities have a weighted-average interest rate of 8.68%. For the year ended December 31, 2023, the Company recognized $558 related to short term rentals, primarily for rented mining equipment and employee housing (December 31, 2022 - $567).

 

11. PROVISION FOR RECLAMATION AND REHABILITATION

The Company's environmental permits require that it reclaim certain land it disturbs during mining and development operations. Significant reclamation and closure activities include land rehabilitation, decommissioning of buildings and mine facilities, ongoing care and maintenance and other costs.

The timing of cash flows has been estimated based on the estimated mine lives using current reserves and the present value of the probability weighted future cash flows. The model assumes a risk-free rate specific to the liability of 9.70% for Guanaceví, 9.70% for Bolañitos and 9.34% for Terronera, and with an estimated inflation rate of 5.25%, 5.25% and 4.59% respectively.

Changes to the reclamation and rehabilitation provision balance during the year are as follows:

    Terronera     Guanaceví     Bolañitos     El Compas     Pitarrilla     Total  
Balance at December 31, 2021 $ -   $ 3,997   $ 3,237   $ 163   $ -   $ 7,397  
                                     
      Acquisitions   -     -     -     -     44     44  
      Accretion   -     268     211     -     -     479  
      Disposals   -     -     -     (163 )   -     (163 )
      Effects of movements in exchange rates   -     95     93     -     -     188  
      Change in estimates during the year   251     (257 )   (338 )   -     -     (344 )
Balance at December 31, 2022 $ 251   $ 4,103   $ 3,203   $ -   $ 44   $ 7,601  
                                     
      Accretion   -     313     263     -     -     576  
      Effects of movements in exchange rates   37     653     510     -     10     1,210  
      Change in estimates during the year   1,014     (865 )   (791 )   -     -     (642 )
Balance at December 31, 2023 $ 1,302   $ 4,204   $ 3,185   $ -   $ 54   $ 8,745  
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 24

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

12. SHARE CAPITAL

(a) Management of Capital

The Company considers the items included in the consolidated statement of changes in equity as capital. The Company's objective when managing capital is to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through private placements, convertible debentures, asset acquisitions or return capital to shareholders. As at December 31, 2023, the Company is not subject to externally imposed capital requirements.

(b) Public Offerings

On March 22, 2022, the Company completed a prospectus equity financing with the offering co-led by BMO Capital Markets and PI Financial Corp., together with a syndicate of underwriters consisting of CIBC World Markets Inc., B. Riley Securities Inc., and H.C. Wainwright & Co., LLC. The Company issued a total of 9,293,150 common shares at a price of $4.95 per share for aggregate gross proceeds of $46,001, less commission of $2,524 and recognized $361 of other transaction costs related to the financing as share issuance costs, which have been presented net within share capital.

In June 2023, the Company filed a short form base shelf prospectus ("Base Shelf") that qualified for the distribution of up to $200 million of common shares, debt securities, warrants or units of the Company comprising any combination of common shares and warrants (the "Securities") over a 25 month period. The Company filed a corresponding registration statement in the United States registering the Securities under United States federal securities laws. The distribution of Securities could be effected from time to time in one or more transactions at a fixed price or prices, which could be changed, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement, including transactions that are "At-The-Market" ("ATM") distributions.

On June 27, 2023, the Company entered into an ATM equity facility (the "June 2023 ATM Facility") with BMO Capital Markets (the lead agent), CIBC World Markets Inc, TD Securities (USA) LLC, National Bank of Canada Financial Inc., Raymond James (USA) Inc., B. Riley Securities Inc. and H.C. Wainwright & Co. LLC. (collectively, the "Agents"). Under the terms of this ATM facility, the Company could, from time to time, sell common stock having an aggregate offering value of up to $60 million on the New York Stock Exchange. The Company determined, at its sole discretion, the timing and number of shares to be sold under the ATM facility.

During the year ended December 31, 2023, the Company issued 23,428,572 common shares under the June 2023 ATM Facility at an average price of $2.47 per share for gross proceeds of $57,906, less commission of $1,158 and recognized $526 of other transaction costs related to the ATM financing as share issuance costs, which have been presented net within share capital.

On December 18, 2023, the Company entered into an ATM equity facility (the "December 2023 ATM Facility") with BMO Capital Markets (the lead agent), TD Securities (USA) LLC, CIBC World Markets Inc., Raymond James (USA) Inc., B. Riley Securities Inc. H.C. Wainwright & Co. LLC., A.G.P./Alliance Global Partners and Stifel Nicolaus Canada Inc. (collectively, the "Agents"). Under the terms of this ATM facility, the Company can, from time to time, sell common stock having an aggregate offering value of up to $60 million on the New York Stock Exchange. The Company determines, at its sole discretion, the timing and number of shares to be sold under the ATM facility.

During the year ended December 31, 2023, the Company issued 2,311,621 common shares under the December 2023 ATM Facility at an average price of $2.06 per share for gross proceeds of $4,750, less commission of $95 and recognized $211 of other transaction costs related to the ATM financing as share issuance costs, which have been presented net within share capital.

Subsequent to December 31, 2023 an additional 15,861,552 common shares were issued under the December 2023 ATM Facility at an average price of $1.51 per share for gross proceeds of $23,906 less commission of $478.

(c) Stock Options

Options to purchase common shares have been granted to directors, officers, employees and consultants pursuant to the Company's current stock option plan, approved by the Company's shareholders in fiscal 2009 and amended and re-ratified in 2021, at exercise prices determined by reference to the market value on the date of grant. The stock option plan allows for, with approval by the Board, granting of options to its directors, officers, employees and consultants to acquire up to 5.0% of the issued and outstanding shares at any time. Prior to the 2021 amendment, the plan allowed for the granting of up to 7.0% of the issued and outstanding shares at any time.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 25

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

The following table summarizes the status of the Company's stock option plan and changes during the years 2023 and 2022.

Expressed in Canadian dollars Years ended
    December 31,
2023
    December 31,
2022
 
    Number of
options
    Weighted
average
exercise price
    Number of
options
    Weighted
average
exercise price
 
 
Outstanding, beginning of the year   3,899,630   $ 4.09     3,848,200   $ 3.68  
Granted   1,079,000   $ 4.12     736,986   $ 6.24  
Exercised   (1,097,900 ) $ 3.05     (569,200 ) $ 3.57  
Expired and forfeited   (392,439 ) $ 5.76     (116,356 ) $ 6.63  
Outstanding, end of the year   3,488,291   $ 4.24     3,899,630   $ 4.09  
                         
Options exercisable at the end of the year   2,798,934   $ 4.18     3,374,459   $ 3.74  

During the year ended December 31, 2023, the weighted-average share price at the date of exercise was CAN$4.49 (December 31, 2022 - CAN$6.77)

The following table summarizes the information about stock options outstanding at December 31, 2023:

Expressed in Canadian dollars 
    Options Outstanding     Options Exercisable  
    Number     Weighted Average     Weighted
Average
    Number
Exercisable
    Weighted
Average
 
    Outstanding     Remaining  
Price   as at     Contractual Life     Exercise     as at     Exercise  
Intervals   December 31, 2023     (Number of Years)     Price     December 31, 2023     Price  
$2.00 - $2.99   960,600     1.2   $ 2.14     960,600   $ 2.14  
$3.00 - $3.99   432,400     0.2   $ 3.23     432,400   $ 3.23  
$4.00 - $4.99   954,000     4.2   $ 4.12     381,600   $ 4.12  
$5.00 - $5.99   60,000     1.7   $ 5.60     60,000   $ 5.60  
$6.00 - $6.99   1,081,291     2.7   $ 6.54     964,334   $ 6.58  
    3,488,291     2.4   $ 4.24     2,798,934   $ 4.18  

During the year ended December 31, 2023, the Company recognized share-based compensation expense of $1,537 (December 31, 2022 - $1,642) based on the fair value of the vested portion of options granted in the current and prior years.

The weighted-average fair values of stock options granted and the assumptions used to calculate the related compensation expense have been estimated using the Black-Scholes Option Pricing Model with the following assumptions:

  Years ended
    December 31,
2023
    December 31,
2022
 
Weighted-average fair value of options in CAN$ $ 2.21   $ 3.17  
Risk-free interest rate   3.84%     2.19%  
Expected dividend yield   0%     0%  
Expected stock price volatility   70%     67%  
Expected options life in years   3.79     3.80  

Option pricing models require the input of highly subjective assumptions. The expected life of the options considered such factors as the average length of time similar option grants in the past have remained outstanding prior to exercise, expiry or cancellation and the vesting period of options granted. Volatility was estimated based on average daily volatility based on historical share price observations over the expected term of the option grant. Changes in the subjective input assumptions can materially affect the estimated fair value of the options. The Company amortizes the fair value of stock options on a graded basis over the respective vesting period of each tranche of stock options awarded. As at December 31, 2023, the unvested stock option expense not yet recognized was $392 (December 31, 2022 - $442) which is expected to be recognized over the next 15 months.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 26

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

(d) Share Units Plan

On March 23, 2021 the Company adopted an equity-based Share Unit Plan ("SUP"), which was approved by the Company's shareholders on May 12, 2021. The SUP allows for, with approval by the Board, granting of Performance Share Units ("PSU"s) and Deferred Share Units ("DSU"s), to its directors, officers, employees to acquire up to 1.5% of the issued and outstanding shares. The SUP incorporates all existing PSUs under the former PSU plan and any new DSUs granted and are to be subject to cash, share settlement or a combination of cash and share procedures at the discretion of the Board of Directors.

Performance Share Units

The PSUs granted are subject to a performance payout multiplier between 0% and 200% based on the Company's total shareholder return at the end of a three-year period, relative to the total shareholder return of the Company's peer group.

    Years ended  
    December 31,     December 31,  
    2023     2022  
    Number of units     Number of units  
Outstanding, beginning of year   1,158,000     1,639,000  
Granted   471,000     316,000  
Cancelled   (140,000 )   -  
Settled for shares   (611,000 )   (797,000 )
Outstanding, end of year   878,000     1,158,000  

There were 471,000 PSUs granted during the year ended December 31, 2023 (December 31, 2022 - 316,000) under the SUP. The PSUs vest at the end of a three-year period if certain pre-determined performance and vesting criteria are achieved. Performance criteria are based on the Company's share price performance relative to a representative group of other mining companies. 194,000 PSUs vest on March 4, 2024, 215,000 PSUs vest on March 24, 2025, and 409,000 PSUs vest on March 7, 2026 and 60,000 will vest once certain performance criteria are met.

On March 2, 2023, PSUs granted in 2020 vested with a payout multiplier of 200% based on the Company's shareholder return, relative to the total shareholder return of the Company's peer group over the three-year period and 205,918 PSUs were settled, through the issuance of 411,836 common shares and 405,082 PSUs were settled for $2,412 cash.

On August 16, 2022, vesting was accelerated on a pro-rata basis for 195,000 PSUs granted in 2020 and 67,000 PSUs granted in 2021. During 2023, 350,829 shares were issued for the settlement of these PSUs.

During the year ended December 31, 2023, the Company recognized share-based compensation expense of $1,413 related to the PSUs (December 31, 2022 - $1,713).

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 27

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

Deferred Share Units

The DSUs granted are vested immediately and are redeemable for shares at the time of a director's retirement.

    Years ended  
    December 31,
2023
    December 31,
2022
 
    Number of units     Number of units  
             
Outstanding, beginning of year   104,596     -  
Granted   225,482     109,634  
Settled for shares   -     (5,038 )
Outstanding, end of year   330,078     104,596  

There were 225,482 DSUs granted during the year ended December 31, 2023 (December 31, 2022 - 109,634) under the SUP. During the year ended December 31, 2023, the Company recognized share-based compensation expense of $667 related to the DSUs (December 31, 2022 - $523).

(e) Deferred Share Units - Cash Settled

The Company previously had a Deferred Share Unit ("DSU") plan whereby deferred share units were granted to independent directors of the Company in lieu of compensation in cash or share purchase options. These DSUs vested immediately and are redeemable for cash, based on the market value of the units at the time of a director's retirement. Upon adoption of the SUP plan in March 2021, no new DSUs will be granted under this cash settled plan.

Expressed in Canadian dollars   Years ended  
    December 31,
2023
    December 31,
2022
 
    Number
of Units
    Weighted Average
Grant Price
    Number
of Units
    Weighted Average
Grant Price
 
 
                         
Outstanding, beginning of year   1,044,204   $ 3.19     1,348,765   $ 3.24  
Redeemed   -     -     (304,561 ) $ 3.41  
Outstanding, end of year   1,044,204   $ 3.19     1,044,204   $ 3.19  
                         
Fair value at year end   1,044,204   $ 2.60     1,044,204   $ 4.38  
During the year ended December 31, 2023, the Company recognized a mark to market recovery on director's compensation related to these DSUs, which is included in general and administrative salaries, wages and benefits, of $1,327 (December 31, 2022 - a recovery of $885) based on the change in the fair value of the DSUs granted in prior years. As of December 31, 2023, there are 1,044,204 deferred share units outstanding (December 31, 2022 - 1,044,204) with a fair market value of $2,048 (December 31, 2022 - $3,375) recognized in accounts payable and accrued liabilities.
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 28

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

(f) Share Appreciation Rights

As part of the Company's bonus program, the Company may grant share appreciation rights ("SARs") to its employees in Mexico and Chile. The SARs are subject to vesting conditions and, when exercised, constitute a cash bonus based on the value of the appreciation of the Company's common shares between the SARs grant date and the exercise date.

    Years ended  
    December 31,
2023
    December 31,
2022
 
    Number
of Units
    Weighted Average
Grant Price
    Number
of Units
    Weighted Average
Grant Price
 
 
                         
Outstanding, beginning of year   181,739   $ 5.12     113,670   $ 5.40  
Granted   -     -     148,030   $ 4.62  
Exercised   -     -     (5,726 ) $ 3.17  
Cancelled   (130,390 ) $ 5.13     (74,235 ) $ 4.72  
Outstanding, end of year   51,349   $ 5.09     181,739   $ 5.12  
                         
Exercisable at the end of the year   43,870   $ 5.09     101,066   $ 5.18  

During the year ended December 31, 2023, the Company recognized a recovery related to SARs, which is included in operation and exploration salaries, wages and benefits, of $64 (December 31, 2022 - an expense of $1) based on the change in the fair value of the SARs granted in prior years. As of December 31, 2023, there are 51,349 SARs outstanding (December 31, 2022 - 181,739) with a fair market value of $43 (December 31, 2022 - $111) recognized in accounts payable and accrued liabilities.

The SARs were valued using an option pricing model, which requires the input of highly subjective assumptions. The expected life of the SARs considered such factors as the average length of time similar grants in the past have remained outstanding prior to exercise, expiry or cancellation and the vesting period of SARs granted. Volatility was estimated based on average daily volatility based on historical share price observations over the expected term of the SAR grant. Changes in the subjective input assumptions can materially affect the estimated fair value of the SARs. The Company amortized the fair value of SARs on a graded basis over the respective vesting period of each tranche of SARs awarded.

(g) Diluted Earnings per Share

    Years ended  
    December 31,
2023
    December 31,
2022
 
             
Net earnings $ 6,123   $ 6,201  
Basic weighted average number of shares outstanding   196,018,623     183,009,339  
Effect of dilutive securities:            

Stock options

  538,097     1,077,699  

Equity settled deferred share units

  330,079     104,596  

Performance share units

  878,000     1,158,000  
Diluted weighted average number of share outstanding   197,764,799     185,349,634  
             
Diluted earnings per share $ 0.03   $ 0.03  

As of December 31, 2023, there are 2,950,194 anti-dilutive stock options (December 31, 2022 - 2,821,931).
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 29

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

13. REVENUE

    Years ended  
    December 31,     December 31,  
    2023     2022  
             
Silver sales $ 134,716   $ 142,688  
Gold sales   73,198     70,501  
Less: smelting and refining costs   (2,451 )   (3,029 )
Revenue $ 205,463   $ 210,160  

Changes in fair value from provisional pricing are included in silver and gold sales.

    Years ended  
    December 31,     December 31,  
    2023     2022  
Revenue by product            
Concentrate sales $ 53,334   $ 54,042  
Provisional pricing adjustments   621     (47 )
Total revenue from concentrate sales   53,955     53,995  
Refined metal sales   151,508     156,165  
Total revenue $ 205,463   $ 210,160  

Provisional pricing adjustments on sales of concentrate consist of provisional and final pricing adjustments made prior to the finalization of the sales contract. The Company's sales contracts are provisionally priced with provisional pricing periods lasting typically one to three months with provisional pricing adjustments recorded to revenue as market prices vary. As at December 31, 2023, a 10% change to the underlying metals prices would result in a change in revenue and accounts receivable of $807 (December 31, 2022 - $663) based on the total quantities of metals in sales contracts for which the provisional pricing periods were not yet closed.

 

14. EXPLORATION, EVALUATION AND DEVELOPMENT

    Years ended  
   

December 31,

2023

   

December 31,

2022

 
             
Depreciation $ 528   $ 624  
Share-based compensation   478     427  
Exploration salaries, wages and benefits   3,056     1,829  
Direct exploration expenditures   6,097     6,167  
Evaluation and development salaries, wages and benefits   2,344     2,299  
Direct evaluation and development expenditures   2,610     4,840  
  $ 15,113   $ 16,186  
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 30

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

15. GENERAL AND ADMINISTRATIVE

    Years ended  
    December 31,     December 31,  
    2023     2022  
             
Depreciation $ 376   $ 214  
Share-based compensation   3,214     3,009  
Salaries, wages and benefits   4,131     3,923  
Directors' DSU recovery   (1,327 )   (885 )
Direct general and administrative   5,969     4,352  
  $ 12,363   $ 10,613  

 

16. FINANCE COSTS

        Years ended   
        December 31,     December 31,  
  Notes     2023     2022  
                 
Accretion on provision for reclamation and rehabilitation 11   $ 576   $ 479  
Interest on loans 9     728     726  
Interest on lease liabilities 10     94     64  
Other financing costs       -     31  
      $ 1,398   $ 1,300  

 

17. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

    Years ended  
    December 31,     December 31,  
    2023     2022  
             
Net changes in non-cash working capital:            
Accounts and other receivables $ (20,856 ) $ (4,385 )
Income tax receivable   756     (3,847 )
Inventories   (6,882 )   5,226  
Prepaids   187     (862 )
Accounts payable and accrued liabilities   367     2,447  
Income taxes payable   1,185     2,388  
  $ (25,243 ) $ 967  
             
Non-cash financing and investing activities:            
Reclamation included in mineral properties, plant and equipment $ 642   $ (463 )
Fair value of exercised options allocated to share capital $ (1,305 ) $ 770  
Fair value of performance share units allocated to share capital $ (405 ) $ (1,361 )
Fair value of capital assets acquired under finance leases $ 221   $ 346  
             
Other cash disbursements:            

Income taxes paid

$ 7,002   $ 6,337  

Special mining duty paid

$ 2,654   $ 2,272  
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 31

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

18. SEGMENT DISCLOSURES

The Company's operating segments are based on internal management reports that are reviewed by the Company's executives (the chief operating decision makers) in assessing performance. The Company has two operating mining segments which are located in Mexico, Guanaceví and Bolañitos. and formerly the El Compas mine which was on care and maintenance until the sale of the mine on September 9, 2022. The Company has one development project in Mexico, Terronera, as well as Exploration and Corporate segments. The Exploration segment consists of projects in the exploration and evaluation phases in Mexico, Chile and the USA. Exploration projects that are in the local district surrounding a mine are included in the mine's segments.

Years ended December 31     Revenue    

Cost of sales excluding

depreciation

    Depreciation    

Mine operating

earnings

   

Net earnings and

comprehensive

earnings

 
                                     
Guanaceví   2023     151,508     101,763     15,480     34,265     23,722  
    2022     156,166     92,840     14,129     49,197     32,151  
Bolañitos   2023     53,955     39,204     12,405     2,346     1,737  
    2022     53,994     40,616     11,050     2,328     971  
Terronera   2023     -     -     -     -     (4,954 )
    2022     -     -     -     -     (7,821 )
Exploration   2023     -     -     -     -     (11,078 )
    2022     -     -     -     -     (9,329 )
Corporate   2023     -     -     -     -     (3,304 )
    2022     -     -     -     -     (9,191 )
El Compas (disposed)   2023     -     -     -     -     -  
    2022     -     -     -     -     (580 )
Consolidated   2023     205,463     140,967     27,885     36,611     6,123  
    2022     210,160     133,456     25,179     51,525     6,201  
 
Years ended December 31     Total Assets     Total Liabilities    

Capital expenditures

 
Guanaceví   2023     125,456     44,916     24,631  
    2022     127,091     43,925     26,561  
Bolañitos   2023     44,205     11,200     10,709  
    2022     47,660     12,086     11,756  
Terronera   2023     186,860     23,604     62,495  
    2022     80,993     18,712     37,633  
Exploration   2023     83,312     1,319     1,297  
    2022     84,410     1,138     734  
Corporate   2023     34,974     7,427     276  
    2022     59,283     7,682     352  
Consolidated   2023     474,807     88,466     99,408  
    2022     399,437     83,543     77,036  

The Exploration segment included $1,545 of costs incurred in Chile for the year ended December 31, 2023 (December 31, 2022 - $1,899) and $120 of costs incurred in USA (December 31, 2022 - $16).

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 32

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

19. INCOME TAXES

(a) Tax Assessments

Minera Santa Cruz y Garibaldi S.A. de C.V. ("MSCG"), a subsidiary of the Company, received a MXN 238 million assessment on October 12, 2010 by Mexican fiscal authorities for failure to provide the appropriate support for certain expense deductions taken in MSCG's 2006 tax return, failure to provide appropriate support for loans made to MSCG from affiliated companies, and deemed an unrecorded distribution of dividends to shareholders, among other individually immaterial items. MSCG immediately initiated a Nullity action and filed an administrative attachment to dispute the assessment.

In June 2015, the Superior Court ruled in favour of MSCG on a number of the matters under appeal; however, the Superior Court ruled against MSCG for failure to provide appropriate support for certain deductions taken in MSCG's 2006 tax return. In June 2016, the Company received an MXN 122.9 million ($7,200) tax assessment based on the June 2015 ruling. The 2016 tax assessment comprised of MXN 41.8 million owed ($2,500) in taxes, MXN 17.7 million ($1,000) in inflationary charges, MXN 40.4 million ($2,400) in interest and MXN 23.0 million ($1,400) in penalties. The 2016 tax assessment was issued for failure to provide the appropriate support for certain expense deductions taken in MSCG's 2006 tax return and failure to provide appropriate support for loans made to MSCG from affiliated companies. The MXN 122.9 million assessment includes interest and penalties.

The Company filed an appeal against the June 2016 tax assessment on the basis certain items rejected by the courts were included in the new tax assessment, and a number of deficiencies exist within the assessment. Since issuance of the assessment interest charges of MXN 19.6 million ($1,153) and inflationary charges of MXN 29.3 million ($1,725) have accumulated.

Included in the Company's consolidated financial statements are net assets of $964 held by MSCG. Following the Tax Court's rulings, MSCG is in discussions with the tax authorities with regards to the shortfall of assets within MSCG to settle its estimated tax liability. An alternative settlement option would be to transfer the shares and assets of MSCG to the tax authorities. As of December 31, 2023, the Company's income tax payable includes an allowance for transferring the shares and assets of MSCG amounting to $964. The Company is currently assessing MSCG's settlement options based on ongoing court proceedings and discussion with the tax authorities. The Company has been advised that the appeal filed with the Federal Tax Court, against the June 2016 tax assessment has been rejected. The Company continues to assess MSCG's settlement options.

Compania Minera Del Cubo S.A. de C.V. ("Cubo"), a subsidiary of the Company, received a MXN 58.5 million ($2,900) assessment in 2019 by Mexican fiscal authorities for alleged failure to provide the appropriate support for depreciation deductions taken in the Cubo 2016 tax return and denied eligibility of deductions of certain suppliers. The tax assessment consisted of MXN 24.1 million ($1,200) for taxes, MXN 21.0 million ($1,100) for penalties, MXN 10.4 million ($500) for interest and MXN 3.0 million ($100) for inflation. At the time of the tax assessment the Cubo entity had and continues to have sufficient loss carry forwards which would be applied against the assessed difference of taxable income. The Mexican tax authorities did not consider these losses in the assessment.

Due to the denial of certain suppliers for income tax purposes in the Cubo assessment, the invoices from these suppliers have been assessed as ineligible for refunds of IVA paid on the invoices. The assessment includes MXN 14.7 million ($600) for re-payment of IVA (value added taxes) refunded on these supplier payments. In the Company's judgement the suppliers and invoices meet the necessary requirements to be deductible for income tax purposes and the recovery of IVA.

The Company has filed an administrative appeal related to the 2016 Cubo Tax assessment. The Company had previously provided a lien on certain El Cubo mining concessions during the appeal process. To facilitate the sale of the El Cubo mine and related assets, the Company elected to pay the assessed amount of $3,500 during Q1, 2021. During the appeal process the amount paid has been classified as a non-current income tax receivable. As of December 31, 2023 amount receivable is $4,262 inclusive of foreign currency appreciation of $692 accumulated since the date of the payment. Since issuance of the assessment interest charges of MXN 9.9 million ($500) and inflationary charges of MXN 1.6 million ($100) had accumulated. The Company continues to assess that it is probable that its appeal will prevail, and no provision is recognized in respect of the Cubo tax assessment.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 33

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

The Company's Mexican operations are subject to an Environmental Royalty Tax of 0.5% of gross sales and in 2023 the Company recognized $1,026 in royalty expense for the Environmental Royalty Tax (2022 - $938), included in cost of sales.

Deferred Income Tax Assets and Liabilities

Mexico operations   December 31,     December 31,  
Deferred tax derived from income tax   2023     2022  
             
Deferred income tax assets:            
Tax loss carryforwards $ 1,162   $ 3,032  
Working capital   3,231     3,155  
Deferred income tax liabilities:            
Inventories   (3,880 )   (2,814 )
Mineral properties, plant and equipment   (11,621 )   (13,772 )
Deferred income tax assets (liabilities), net $ (11,108 ) $ (10,399 )
 
Mexico operations   December 31,     December 31,  
Deferred tax derived from special mining duty   2023     2022  
             
Deferred income tax liabilities:            
Working capital $ (258 ) $ (227 )
Mineral properties, plant and equipment   (2,364 )   (2,318 )
Deferred income tax assets (liabilities), net $ (2,622 ) $ (2,545 )

(b) Income Tax Expense

    Years ended  
    December 31,     December 31,  
    2023     2022  
             
Current income tax expense:            
Current income tax expense in respect of current year $ 7,475   $ 3,180  
Special mining duty   3,869     3,196  
Deferred income tax expense:            
Deferred tax expense recognized in the current year   1,054     14,762  
Special mining duty   77     1,115  
Adjustments recognized in the current year in relation to prior years   (345 )   (3,505 )
Total income tax expense $ 12,130   $ 18,748  
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 34

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

The reconciliation of the income tax provision computed at statutory tax rates to the reported income tax provision is as follows:

    December 31,     December 31,  
    2023     2022  
             
Canadian statutory tax rates   27.00%     27.00%  
             
Income tax expense computed at Canadian statutory rates $ 4,928   $ 5,892  
Foreign tax rates different from statutory rate   91     1,858  
Share-based compensation   961     667  
Foreign exchange   (6,604 )   764  
Inflationary adjustment   2,614     3,898  
Other non-deductible items   248     2,652  
Adjustments recognized in the current year in relation to prior years   1,121     1,298  
Current year losses not recognized   6,482     2,364  
Special mining duty Mexican tax   3,755     4,158  
Recognition of previously unrecognized losses   (1,466 )   (4,803 )
Income tax expense $ 12,130   $ 18,748  

(c) Unrecognized Deferred Tax Assets

Management believes that sufficient uncertainty exists regarding the realization of certain deferred tax assets such that they have not been fully recognized. The tax benefits not recognized reflect management's assessment regarding the future realization of Canadian, Chilean and certain Mexican tax assets and estimates of future earnings and taxable income in these jurisdictions as of December 31, 2023. When circumstances cause a change in management's judgement about the recoverability of deferred tax assets, the impact of the change will be reflected in current income.

  Loss Carry Forward   December 31,     December 31,  
  Expiry   2023     2022  
               
Unrecognized Mexico tax loss carry forward 2024-2032 $ 87,844   $ 75,540  
Unrecognized Canada tax loss carry forward 2025-2032   16,227     11,005  
Unrecognized Chile tax loss carry forward 2024-2032   20,168     18,146  
Capital losses     26,566     21,174  
Reclamation provision     8,700     7,556  
Exploration pools     44,879     7,194  
Other Canada temporary differences     17,122     10,905  
ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 35

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

20. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

(a) Financial assets and liabilities

As at December 31, 2023, the carrying and fair values of the Company's financial instruments by category are as follows:

   

Fair value

through profit or

loss

   

Amortized

cost

   

Carrying

value

   

Fair value

 
    $     $     $     $  
                         
Financial assets:                        
  Cash and cash equivalents   -     35,286     35,286     35,286  
  Other investments   5,135     -     5,135     5,135  
  Accounts and other receivables   6,608     1,602     8,210     8,210  
  Loan receivable   -     3,324     3,324     3,324  
Total financial assets   11,743     40,212     51,955     51,955  
                         
Financial liabilities:                        
  Accounts payable and accrued liabilites   2,091     44,055     46,146     46,146  
  Loans payable   -     8,519     8,519     8,519  
Total financial liabilities   2,091     52,574     54,665     54,665  

(b) Fair value hierarchy

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

Level 1:

Other investments are comprised of marketable securities. When there is an active market are determined based on a market approach reflecting the closing price of each particular security at the reporting date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the investment. As a result, $5,049 of these financial assets have been included in Level 1 of the fair value hierarchy.

Cash settled deferred share units are determined based on a market approach reflecting the Company's closing share price or share price at redemption date for any pending settlements.

Level 2:

The Company determines the fair value of the embedded derivatives related to its trade receivables based on the quoted closing price obtained from the silver and gold metal exchanges and the fair value of the SARs liability is determined by using an option pricing model.

Level 3:

Included in other investments are share purchase warrants. Fair value of the share purchase warrants at each period end has been estimated using the Black-Scholes Option Pricing Model. As a result, $86 of these financial assets have been included in Level 3 of the fair value hierarchy.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 36

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

Assets and liabilities as at December 31, 2023 measured at fair value on a recurring basis include:

    Total     Level 1     Level 2     Level 3  
    $     $     $     $  
                         
Financial assets:                        
Accounts and other receivables   6,608           6,608     -  
Other investments   5,135     5,049     -     86  
Total financial assets   11,743     5,049     6,608     86  
                         
Financial liabilities:                        
Deferred share units   2,048     2,048     -     -  
Share appreciation rights   43     -     43     -  
Total financial liabilities   2,091     2,048     43     -  

(c) Financial instrument risk exposure and risk management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management process. The types of risk exposure and the manner in which such exposures are managed is outlined as follows:

Credit Risk

The Company is exposed to credit risk on its bank accounts, accounts and other receivables and loans receivable. Credit risk exposure on bank accounts is limited through maintaining the Company's balances with high-credit quality financial institutions, maintaining investment policies, assessing institutional exposure and continual discussion with external advisors. Accounts and other receivables are generated on the sale of concentrate inventory to reputable metal traders as well as various other receivables arising from operations. There has been no indication of a change in creditworthiness of the counterparty to the loan receivable since the initial recognition.

The carrying amount of financial assets represents the Company's maximum credit exposure.

Below is an aged analysis of the Company's financial instruments included in accounts and other receivables:

    Carrying     Gross     Carrying     Gross  
    amount     impairment     amount     impairment  
   

December 31,

2023

   

December 31,

2022

 
                         
Less than 1 month $ 6,599   $ -   $ 3,794   $ -  
1 to 3 months   766     -     852     -  
4 to 6 months   811     -     251     -  
Over 6 months   34     -     -     -  
Total $ 8,210   $ -   $ 4,897   $ -  

At December 31, 2023, 95.8% of the receivables that are outstanding greater than one month are trade receivables and pending concentrate sales (December 31, 2022 - 99.7%) and 4.2% of the receivables outstanding greater than one month are comprised of other receivables (December 31, 2022 - 0.3%). Company historical default rate and frequency of losses are low, and the lifetime expected credit loss allowance for receivables is nominal as at December 31, 2023.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 37

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. We manage our liquidity risk by continually monitoring forecasted and actual cash flows. We have in place a planning and budgeting process to help determine the funds required to support our normal operating requirement and development plans. We aim to maintain sufficient liquidity to meet our short term business requirements, taking into account our anticipated cash flows from operations, our holdings of cash and cash equivalents, and our committed and anticipated liabilities.

The following table summarizes the remaining contractual maturities of the Company's financial liabilities and operating and capital commitments at December 31, 2023:

    Less than     1 to 3     4 to 5     Over 5        
    1 year     years     years     years     Total  
    $     $     $     $     $  
                               
Accounts payable and accrued liabilities   46,146     -     -     -     46,146  
Loans payable   4,235     4,871     -     -     9,106  
Lease liabilities   466     366     262     -     1,094  
Provision for reclamation and rehabilitation   -     -     4,409     7,461     11,870  
Capital expenditure commitments   22,151     -     -     -     22,151  
Operating leases   171     255     202     -     628  
Total contractual obligations   73,169     5,492     4,873     7,461     90,995  

Market Risk

Significant market related risks to which the Company is exposed consist of foreign currency risk, commodity price risk and equity price risk.

Foreign Currency Risk - The Company's operations in Mexico and Canada make it subject to foreign currency fluctuations. Certain of the Company's operating expenses are incurred in Mexican pesos and Canadian dollars, therefore the fluctuation of the US dollar in relation to these currencies will consequently have an impact on the profitability of the Company and may also affect the value of the Company's assets and the amount of shareholders' equity. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks.

The US dollar equivalents of financial assets and liabilities denominated in currencies other than the US dollar as at December 31, 2023, are as follows:

   

December 31,

2023

   

December 31,

2022

 
    Canadian Dollar     Mexican Peso     Canadian Dollar     Mexican Peso  
                         
Financial assets $ 6,386   $ 3,335   $ 10,442   $ 9,995  
Financial liabilities   (5,070 )   (20,975 )   (5,758 )   (17,445 )
Net financial assets (liabilities) $ 1,316   $ (17,640 ) $ 4,684   $ (7,450 )

Of the financial assets listed above, $1,213 (2022 - $404) represents cash and cash equivalents held in Canadian dollars and $2,477 (2022 - $5,612) represents cash held in Mexican pesos. The remaining cash balance is held in US dollars.

As at December 31, 2023, with other variables unchanged, a 5% strengthening of the US dollar against the Canadian dollar would reduce net earnings by $62 due to these financial assets and liabilities.

As at December 31, 2023, with other variables unchanged, a 5% strengthening of the US dollar against the Mexican peso would increase net earnings by $746 due to these financial assets and liabilities.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 38

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)

Commodity Price Risk - Gold and silver prices have historically fluctuated significantly and are affected by numerous factors outside of the Company's control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand due to speculative hedging activities and certain other factors. The Company has not engaged in any hedging activities, other than short-term metal derivative transactions less than 90 days, to reduce its exposure to commodity price risk. Revenue from the sale of concentrates is based on prevailing market prices which is subject to adjustment upon final settlement. For each reporting period until final settlement, estimates of metal prices are used to record sales. At December 31, 2023 there are 70,236 ounces of silver and 3,102 ounces of gold which do not have a final settlement price and the estimated revenues have been recognized at current market prices. As at December 31, 2023, with other variables unchanged, a 10% decrease in the market value of silver and gold would result in a reduction of revenue of $807.

ENDEAVOUR SILVER CORP.   |   CONSOLIDATED FINANCIAL STATEMENTS PAGE 39

ENDEAVOUR SILVER CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2023 and 2022
(expressed in thousands of US dollars, unless otherwise stated)
 
 
HEAD OFFICE Suite #1130, 609 Granville Street
Vancouver, BC, Canada V7Y 1G5
Telephone: (604) 685-9775
 1-877-685-9775
Website: www.edrsilver.com
   
DIRECTORS Margaret Beck
Ricardo Campoy
Daniel Dickson
Amy Jacobsen
Rex McLennan
Kenneth Pickering
Mario Szotlender
Christine West
   
OFFICERS Daniel Dickson - Chief Executive Officer
Donald Gray - Chief Operating Officer
Elizabeth Senez - Chief Financial Officer
Greg Baylock - Vice President, Operations
Luis Castro - Vice-President, Exploration
Dale Mah - Vice-President, Corporate Development
Galina Meleger - Vice-President, Investor Relations
Bernard Poznanski - Corporate Secretary
   
REGISTRAR AND
TRANSFER AGENT
Computershare Trust Company of Canada
3rd Floor - 510 Burrard Street
Vancouver, BC, V6C 3B9
   
AUDITORS KPMG LLP
777 Dunsmuir Street
Vancouver, BC, V7Y 1K3
   
SOLICITORS Koffman Kalef LLP
19th Floor - 885 West Georgia Street
Vancouver, BC, V6C 3H4
   
SHARES LISTED Toronto Stock Exchange
Trading Symbol - EDR

New York Stock Exchange
Trading Symbol - EXK
ENDEAVOUR SILVER CORP. | CONSOLIDATED FINANCIAL STATEMENTS PAGE 40

EX-99.3 5 exhibit99-3.htm EXHIBIT 99.3 Endeavour Silver Corp.: Exhibit 99.3 - Filed by newsfilecorp.com


MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2023



This Management Discussion and Analysis ("MD&A") should be read in conjunction with the consolidated financial statements of Endeavour Silver Corp. ("Endeavour" or "the Company") for the year ended December 31, 2023 and the related notes contained therein, which were prepared in accordance International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Company uses certain non-IFRS financial measures in this MD&A as described under "Non-IFRS Measures". Additional information relating to the Company, including the most recent Annual Information Form (the "Annual Information Form"), is available on SEDAR at www.sedar.com, and the Company's most recent annual report on Form 40-F has been filed with the U.S. Securities and Exchange Commission (the "SEC") on EDGAR at www.sec.gov. This MD&A contains "forward-looking statements" that are subject to risk factors set out in a cautionary note contained herein. All dollar ($) amounts are expressed in United States ("$") dollars and tabular amounts are expressed in thousands of U.S. dollars unless Canadian dollars (CAN$) or Mexican Pesos (MXN) are otherwise indicated. This MD&A is dated as of March 8, 2024 and all information contained is current as of March 8, 2024 unless otherwise stated.

Cautionary Note to U.S. Investors Regarding Mineral Reserves and Resources

This MD&A has been prepared in accordance with the requirements of Canadian provincial securities laws, which differ from the requirements of U.S. securities laws. As a result, the Company reports the mineral reserves and resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI-43 101"). NI-43 101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the SEC that are applicable to domestic United States reporting companies under subpart 1300 of Regulation S-K ("S-K 1300") under the Exchange Act. As an issuer that prepares and files its reports with the SEC pursuant to the MJDS, the Company is not subject to the requirements of S-K 1300. Any mineral reserves and mineral resources reported by the Company in accordance with NI 43-101 may not qualify as such under or differ from those prepared in accordance with S-K 1300. Accordingly, information included or incorporated by reference in this MD&A concerning descriptions of mineralization and estimates of mineral reserves and resources under Canadian standards may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of S-K 130.


Forward-Looking Statements

This MD&A contains "forward-looking statements" within the meaning of the U.S. Securities Litigation Reform Act of 1995, as amended and "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking statements and information include, but are not limited to, statements regarding the development and financing of the Terronera project, including: anticipated timing of the project; anticipated timing of the completion of conditions precedent to drawdown under the Debt Facility, estimated project economics, Terronera's forecasted operations, costs and expenditures, and the timing and results of various related activities; estimation of mineral resources at Pitarrilla, prospects for Terronera, Pitarrilla and Parral, Endeavour's anticipated performance in 2024, including silver and gold production, financial results, timing and expenditures to develop new silver mines and mineralized zones, silver and gold grades and recoveries, cash costs per ounce (oz), capital expenditures and sustaining capital and the timing and results of various activities.. Forward-looking statements are frequently characterized by words such as "plan", "expect", "forecast", "project", "intend", "believe", "anticipate", "outlook" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward- looking statements are based on the opinions and estimates of management at the dates the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

The Company does not intend to, and does not assume any obligation to, update such forward-looking statements or information, other than as required by applicable law. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors and are based on assumptions that may cause the actual results, level of activity, performance or achievements of the Company and its operations to be materially different from those expressed or implied by such statements. Such factors and assumptions include, among others: the Company's ability to satisfy conditions precedent to drawdown under the Debt Facility; the ongoing effects of inflation and supply chain issues on the Terronera Project economics; fluctuations in the prices of silver and gold, fluctuations in the currency markets (particularly the Mexican peso, Chilean peso, Canadian dollar and U.S. dollar); changes in national and local governments, legislation, taxation, controls, regulations and political or economic developments in Canada and Mexico; operating or technical difficulties in mineral exploration, development and mining activities; risks and hazards of mineral exploration, development and mining (including, but not limited to environmental hazards, industrial accidents, unusual or unexpected geological conditions, pressures, cave-ins and flooding); inadequate insurance, or inability to obtain insurance; availability of and costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, diminishing quantities or grades of mineral reserves as properties are mined; the ability to successfully integrate acquisitions; risks in obtaining necessary licenses and permits; and challenges to the Company's title to properties; as well as those factors described under "Risk Factors" in the Company's Annual Information Form. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forward-looking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.

Qualified Person

The scientific and technical information contained in this MD&A relating to the Company's mines and mineral projects has been reviewed and approved by Dale Mah, B.Sc., P.Geo., Vice President Corporate Development of Endeavour, a Qualified Person within the meaning of NI 43-101.


Table of Contents

OPERATING HIGHLIGHTS 4
HISTORY AND STRATEGY 5
REVIEW OF OPERATING RESULTS 6
GUANACEVÍ OPERATIONS 8
BOLAÑITOS OPERATIONS 11
DEVELOPMENT ACTIVITIES 12
EXPLORATION RESULTS 16
CONSOLIDATED FINANCIAL RESULTS 17
SELECTED ANNUAL INFORMATION 19
QUARTERLY RESULTS AND TRENDS 20
ANNUAL OUTLOOK 24
LIQUIDITY AND CAPITAL RESOURCES 27
TRANSACTIONS WITH RELATED PARTIES 31
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS 31
OUTSTANDING SHARE DATA 34
CHANGES IN ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES 34
RISKS AND UNCERTAINTIES 37
CONTROLS AND PROCEDURES 39
NON-IFRS MEASURES 40


OPERATING HIGHLIGHTS

Three Months Ended December 31 Q4 2023 Highlights Twelve Months Ended December 31
2023 2022 % Change 2023 2022 % Change
      Production      
1,406,423 1,830,835 (23%) Silver ounces produced  5,672,703 5,963,445 (5%)
9,608 10,370 (7%) Gold ounces produced 37,858 37,548 1%
1,396,315 1,816,813 (23%) Payable silver ounces produced 5,627,379 5,912,509 (5%)
9,440 10,196 (7%) Payable gold ounces produced 37,189 36,901 1%
2,175,063 2,660,435 (18%) Silver equivalent ounces produced(1) 8,701,343 8,967,285 (3%)
12.54 11.65 8% Cash costs per silver ounce(2)(3) 13.49 10.65 27%
17.66 15.03 17% Total production costs per ounce(2)(4) 18.55 14.70 26%
21.48 19.38 11% All-in sustaining costs per ounce (2)(5) 22.93 19.97 15%
220,464 224,289 (2%) Processed tonnes 874,382 834,542 5%
144.59 135.71 7% Direct operating costs per tonne(2)(6) 141.72 130.80 8%
168.71 177.35 (5%) Direct costs per tonne(2)(6) 171.00 155.63 10%
      Financial      
50.5 82.0 (38%) Revenue ($ millions) 205.5 210.2 (2%)
1,332,648 2,816,882 (53%) Silver ounces sold 5,669,760 6,464,869 (12%)
9,417 11,843 (20%) Gold ounces sold 37,186 38,868 (4%)
23.78 21.86 9% Realized silver price per ounce 23.76 22.07 8%
2,051 1,783 15% Realized gold price per ounce 1,968 1,814 9%
3.0 8.0 (62%) Net earnings (loss) ($ millions) 6.1 6.2 (1%)
3.6 8.1 (56%) Adjusted net earnings (loss) (11) ($ millions) 1.7 6.9 (76%)
5.4 21.7 (75%) Mine operating earnings ($ millions) 36.6 51.5 (29%)
12.6 30.7 (59%) Mine operating cash flow before taxes ($ millions)(7) 64.4 78.5 (18%)
9.8 22.5 (56%) Operating cash flow before working capital changes(8) 37.0 54.0 (31%)
8.3 22.7 (63%) EBITDA(9) ($ millions) 47.9 51.9 (8%)
42.5 93.6 (55%) Working capital (11) ($ millions) 42.5 93.6 (55%)
      Shareholders      
0.01 0.04 (75%) Earnings (loss) per share – basic ($) 0.03 0.03 0%
0.02 0.04 (50%) Adjusted earnings (loss) per share – basic ($)(10) 0.01 0.04 (75%)
0.05 0.12 (59%) Operating cash flow before working capital changes per share(8) 0.19 0.30 (37%)
207,932,318 189,993,085 9% Weighted average shares outstanding 196,018,623 183,009,339 7%

(1) Silver equivalents are calculated using an 80:1 (Ag/Au) ratio.

(2) The Company reports non-IFRS measures and ratios which include cash costs net of by-product revenue on a payable silver basis, total production costs per oz, all-in sustaining costs ("AISC") per oz, direct operating cost per tonne and direct cost per tonne in order to manage and evaluate operating performance at each of the Company's mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliations to IFRS beginning on page 40.

(3) Cash costs net of by-product revenue per payable silver oz include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on pages 43 and 44.

(4) Total production costs per oz include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, amortization, depletion and amortization at the operation sites net of by-product revenues. See Reconciliation to IFRS on pages 43 and 44.

(5) AlSC per oz include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration expenses, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 45.

(6) Direct operating costs per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. Direct cost per tonne include all direct operating costs, royalties and special mining duty. See Reconciliation to IFRS on pages 43 and 44.

(7) Mine operating cash flow is calculated by adding back amortization, depletion, inventory write-downs and share-based compensation to mine operating earnings. Mine operating earnings and mine operating cash flow are before taxes. See Reconciliation to IFRS on page 41.

(8) See Reconciliation to IFRS on page 41 for the reconciliation of operating cash flow before working capital changes and for the operating cash flow before working capital changes per share.

(9) See Reconciliation of Earnings before interest, taxes, depreciation and amortization on page 42.

(10) Adjusted net earnings include adjustments to net earnings for certain non-cash and unusual items, that in the Company's judgement are subject to volatility as a result of factors that are unrelated to the Company's operation in the period and had a significant effect on reported net earnings. See Reconciliation to IFRS on page 41.

(11) Working capital is calculated by deducting current liabilities from current assets. See Reconciliation to IFRS on page 40.

The above highlights are key measures used by management, however they should not be the sole measures used in determining the performance of the Company's operations.


HISTORY AND STRATEGY

The Company is engaged in silver mining in Mexico and related activities including property acquisition, exploration, development, mineral extraction, processing, refining and reclamation. The Company is also engaged in exploration activities in Chile and Nevada, USA. Since 2002, the Company's business strategy has been to focus on acquiring advanced-stage silver mining properties in Mexico. Mexico, despite its long and prolific history of metal production, continues to be relatively under-explored using modern exploration techniques and offers promising geological potential for precious metals exploration and production.

The Company's Guanaceví and Bolañitos mines acquired in 2004 and 2007, respectively, demonstrate its initial business model of acquiring fully built and permitted silver mines that were about to close for lack of ore. Investing resources expertise needed to discover new silver ore-bodies, the Company successfully re-opened and expanded these mines to realize their full potential. The benefit of acquiring fully built and permitted mining and milling infrastructure is that, if new exploration efforts are successful, the mine development cycle from discovery to production only takes a matter of months instead of the several years normally required in the traditional mining business model.

In 2016, the Company acquired the El Compas silver-gold mine located in Zacatecas, Mexico, which was operated until August 2021. On September 9, 2022, the Company completed the sale of the El Compas mine to Grupo ROSGO, S.A. de C.V., ("Grupo ROSGO") for $5.0 million in cash payments over five years.

In February 2013, the Company acquired a 100% interest in the Terronera properties located in Jalisco State, Mexico for $2.75 million. In 2021, the Company released a positive feasibility study for the project and on April 18, 2023, the Company announced it had made a formal decision to proceed with construction of an underground mine and mill at the Terronera project.

On July 6, 2022, the Company purchased the Pitarrilla project, a large undeveloped silver, lead, and zinc project, located in Durango State, Mexico, by acquiring all of the issued and outstanding shares of SSR Durango, S.A. de C.V. from SSR Mining Inc. for a total consideration of US$70 million (consisting of $35 million in Company's shares and a further $35 million in cash or in the Company's shares at the election of SSR Mining and as agreed to by the Company) and a 1.25% net smelter returns royalty. Endeavour will have matching rights to purchase the NSR Royalty in the event SSR Mining proposes to sell it.

The Company is advancing several other exploration projects in order to achieve its goal to become a premier senior producer in the silver mining sector.


REVIEW OF OPERATING RESULTS

The Company operates the Guanaceví and Bolañitos mines.

Consolidated Production Results for the Three Months and Years Ended December 31, 2023 and 2022

Three Months Ended December 31 CONSOLIDATED Twelve Months Ended December 31
2023 2022 % Change   2023 2022 % Change
220,464 224,289 (2%) Ore tonnes processed  874,382 834,542 5%
233 296 (21%) Average silver grade (gpt) 230 256 (10%)
85.1 85.8 (1%) Silver recovery (%) 87.7 86.8 1%
1,406,423 1,830,835 (23%) Total silver ounces produced 5,672,703 5,963,445 (5%)
1,396,315 1,816,813 (23%) Payable silver ounces produced 5,627,379 5,912,509 (5%)
1.53 1.57 (3%) Average gold grade (gpt) 1.51 1.55 (3%)
88.7 91.5 (3%) Gold recovery (%) 89.4 90.1 (1%)
9,608 10,370 (7%) Total gold ounces produced 37,858 37,548 1%
9,440 10,196 (7%) Payable gold ounces produced 37,189 36,901 1%
2,175,063 2,660,435 (18%) Silver equivalent ounces produced(1) 8,701,343 8,967,285 (3%)
12.54 11.65 8% Cash costs per silver ounce(2)(3) 13.49 10.65 27%
17.66 15.03 17% Total production costs per ounce(2)(4) 18.55 14.70 26%
21.48 19.38 11% All in sustaining costs per ounce (2)(5) 22.93 19.97 15%
144.59 135.71 7% Direct operating costs per tonne(2)(6) 141.72 130.80 8%
168.71 177.35 (5%) Direct costs per tonne(2)(6) 171.00 155.63 10%

(1) Silver equivalents are calculated using an 80:1 (Ag/Au) ratio.

(2) The Company reports non-IFRS measures which include cash costs net of by-product revenue on a payable silver basis, total production costs per oz, AISC per oz, direct operating cost per tonne, direct cost per tonne, silver co-product cash costs and gold co-product cash costs in order to manage and evaluate operating performance at each of the Company's mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliations to IFRS on page 40.

(3) Cash costs net of by-product revenue per payable silver oz include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on pages 43 and 44.

(4) Total production costs per oz include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, and depreciation at the operation sites net of by product revenues. See Reconciliation to IFRS on pages 43 and 44.

(5) AISC per oz include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration expenses, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 45.

(6) Direct operating cost per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. Direct cost per tonne include all direct operating costs, royalties and special mining duty. See Reconciliation to IFRS on pages 43 and 44.

(1) Silver equivalents are calculated using an 80:1 (Ag/Au) ratio.


Consolidated Production

Three months ended December 31, 2023 (compared to the three months ended December 31, 2022)

Consolidated silver production during Q4, 2023 was 1,406,423 oz, a decrease of 23% compared to 1,830,835 oz in Q4, 2022, and gold production was 9,608 oz, a decrease of 7% compared to 10,370 oz in Q4, 2022. Plant throughput was 220,464 tonnes at average grades of 233 grams per tonne (gpt) silver and 1.53 gpt gold, compared to 224,289 tonnes grading 296 gpt silver and 1.57 gpt gold in Q4, 2022. The 23% decrease in consolidated silver production, compared to Q4, 2022, is driven by a 24% decrease in silver production at the Guanaceví mine and a 10% decrease in silver production at the Bolañitos mine. Consolidated gold production decreased by 7% compared to Q4, 2022, due to a 25% decrease in gold production at the Guanaceví mine offset by a 8% increase in gold production at the Bolañitos mine. The decrease in silver and gold production at the Guanaceví mine was primarily due to a decrease of 18% in silver ore grade and 17% decrease in gold ore grade in combination with a 7% decrease in processed tonnes. The processed tonnes were impacted by a scheduled maintenance shut down during the first week of October and although the ore grades have returned to historic averages during Q4 2023, the Guanaceví mine was mining in higher grade areas in Q4, 2022. At the Bolañitos mine the 10% decrease in silver production was attributable to a 10% decrease in ore silver grade and 5% decrease in recoveries, partially offset by a 4% increase in throughput. The 8% increase in gold production at the Bolañitos mine was attributable to an 8% increase in ore gold grade and the 4% increase in throughput partially offset by a 4% decrease in gold recoveries. The difference in ore grade at Bolañitos is primarily due to the fluctuations of ore grades from accessing different areas of the mine.

Year ended December 31, 2023 (compared to the year ended December 31, 2022)

Consolidated silver production during the year ended December 31, 2023 was 5,672,703 oz, an decrease of 5% compared to 5,963,445 oz in the same period of 2022, and gold production was 37,858 oz, an increase of 1% compared to 37,548 oz in 2022. Plant throughput was 874,382 tonnes at average grades of 230 gpt silver and 1.51 gpt gold, compared to 834,542 tonnes grading 256 gpt silver and 1.55 gpt gold for the year ended December 31, 2022. The 5% decrease in consolidated silver production, compared to the same period of 2022, is driven by a 4% decrease in silver production at the Guanaceví mine and 9% decrease in silver production at the Bolañitos mine. Consolidated gold production increased by 1% compared to 2022, due to a 5% increase in gold production at the Bolañitos mine partially offset by a 5% decrease at the Guanaceví mine. The 4% decrease in silver production at the Guanaceví mine was due to a 10% decrease in silver grades, partially offset by 5% increase in tonnes processed and 2% increase in recoveries. The 5% decrease in gold production at the Guanaceví mine was due to the 11% decrease in gold ore grades partially offset by a 5% increase in processed tonnes and a 1% increase in the recoveries. The 9% decrease in silver production at the Bolañitos mine was due to a 10% reduction in ore silver grade and a 4% reduction in silver recoveries partially offset by the 4% increase in ore tonnes processed. The 5% increase in gold production at the Bolañitos mine was due to the 4% increase in processed tonnes and a 3% increase in ore gold grade partially offset by a 2% reduction in recoveries.

The Company’s 2023 consolidated production of 8.7 million oz AgEq was in-line with its 2023 guidance of between 8.6 million oz and 9.5 million oz AgEq.  Annual silver production of 5.7 million met the low end of its guidance of between 5.7 and 6.3 million oz and gold production of 38 thousand oz was in the mid-range of it guidance of between 36 and 40 thousand oz.  During 2023 production at Guanacevi was impacted by mine re-sequencing changes required to focus on improved ventilation resulting in lower than budgeted grades during Q2 and Q3. Consolidated processed ore was within 1% of budget but silver and gold grades were both 9% below budget.

Consolidated Operating Costs

Three months ended December 31, 2023 (compared to the three months ended December 31, 2022)

Direct operating costs per tonne in Q4, 2023 increased to $144.59, a 7% increase compared with $135.71 in Q4, 2022 due to a strengthened Mexican peso, higher operating costs at both Guanaceví and Bolanitos and slightly lower processed tonnes. As the Mexican peso strengthened, the Company's Mexican peso denominated costs increased in US dollar terms. Guanaceví and Bolañitos have seen increased labour, and direct costs. At Bolanitos the increase in costs is primarily due to the strengthened Mexican peso and inflationary pressures. At Guanacevi the increase in costs is due to the strengthened Mexican Peso, inflationary pressures, decreased mine productivity and additional repair costs associated with the plant shutdown. Including royalties and special mining duty, direct costs per tonne decreased 5% to $168.71. Compared to Q4, 2022, royalties have decreased 40% from $8.5 million to $5.1 million with the decrease occurring at Guanaceví. At Guanaceví the decrease in royalty expense recognized during Q4, 2023 is due to the decrease in metal sold partially offset by an increase in the realized metal prices. During 2022, there were finished goods withheld during the year that were sold in Q4, 2022, which increased the royalty cost during the comparative period. Consolidated cash costs per oz, net of by-product credits increased 8% to $12.54 driven by a 23% decrease in silver ounces produced, a 9% decrease in by-product gold sales and a 7% increase direct operating costs partially offset by the decrease in royalties. All-In-Sustaining Costs ("AISC") increased by 11% on a per oz basis compared to Q4, 2022 primarily due to the decreased silver production at Guanacevi and the increase in cash costs partially offset by slightly lower sustaining capital expenditures.


Year ended December 31, 2023 (compared to the year ended December 31, 2022)

Direct operating costs per tonne in 2023 increased to $141.72, an 8% increase compared with 2022 due to both a strengthening of the Mexican peso and higher operating costs at both Guanaceví and Bolanitos partially offset by a 5% increase in processed tonnes. As the Mexican peso strengthened, the Company's Mexican peso denominated costs increased in US dollar terms. Guanaceví and Bolañitos have seen increased labour, power and consumable costs. Including royalties and special mining duty, direct costs per tonne increased 10% to $171.00. Compared to 2022, royalties have increased 25% from $17.8 million to $22.2 million with the increase occurring in Guanaceví. At Guanaceví the increase in royalty expense during the year ended December 31, 2023 is due to the increase in production coming from concessions subject to royalties and an increase in realized metal prices partially offset by a 12% decrease in ounces sold. Consolidated cash costs per oz, net of by-product credits increased 27% to $13.49 driven by a 5% decrease in payable silver ounces produced an 8% increase in direct operating costs per tonne, the 25% increase in royalties and a 9% increase in special mining duties, partially offset by an increase in by-product gold sales.  All-In-Sustaining Costs ("AISC") increased by 15% on a per oz basis compared to the year ended December 31, 2022 due to increased direct costs, an increase in allocated general and administrative expense and decreased ounces produced partially offset by an 8% reduction in mine sustaining capital.

During the year ended December 31, 2023, costs have continued to be impacted by inflationary and industry cost pressures as well as being impacted by a strengthened Mexican Peso. From December 31, 2022 to December 31, 2023, the Mexican Peso appreciated by 15%.

Consolidated cash costs per oz, net of by-product credits of $13.49 exceeded cash cost guidance of between a $10.00 and $11.00 range, primarily due to higher direct costs which were impacted by a strengthened Mexican Peso and higher inflationary pressure than anticipated.  Cash costs, on a per ounce basis, were also impacted by realized production being on the lower end of guidance.  All-In-Sustaining Costs (“AISC”) of $22.93 on a per oz basis was above guidance of $19.00 to $20.00 per ounce and similarly impacted by the increased costs.

GUANACEVÍ OPERATIONS

The Guanaceví operation is currently producing from three underground silver-gold mines along a five kilometre ("km") length of the prolific Santa Cruz vein. Guanaceví provides steady employment to over 560 people and engages over 350 contractors.

In July 2019, the Company acquired a 10 year right to explore and exploit the El Porvenir and El Curso concessions from Ocampo Mining SA de CV ("Ocampo"), a subsidiary of Grupo Frisco. The Company agreed to meet certain minimum production targets from the properties, subject to various terms and conditions, and pay Ocampo a $12 fixed per tonne production payment plus a floating net smelter return royalty based on the silver spot price. The Company pays a 4% royalty on sales below $15.00 per silver oz, 9% above $15.00 per silver oz, 13% above $20.00 per silver oz, and a maximum of 16% above $25 per silver oz. On December 12, 2021, the Company executed an amendment to the agreement whereby two additional concessions, adjacent to the existing and historic mine workings, were included in the existing agreement.


Production Results for the Three Months and Years Ended December 31, 2023 and 2022

Three Months Ended December 31 GUANACEVÍ Twelve Months Ended December 31
2023 2022 % Change   2023 2022 % Change
110,781 119,305 (7%) Ore tonnes processed  433,409 412,303 5%
419 512 (18%) Average silver grade (g/t) 417 465 (10%)
85.2 85.6 (0%) Silver recovery (%) 88.0 86.6 2%
1,271,679 1,680,363 (24%) Total silver ounces produced 5,105,237 5,340,553 (4%)
1,267,864 1,675,322 (24%) Payable silver ounces produced 5,089,921 5,324,531 (4%)
1.20 1.44 (17%) Average gold grade (g/t) 1.19 1.33 (11%)
87.0 89.4 (3%) Gold recovery (%) 90.5 89.2 1%
3,721 4,936 (25%) Total gold ounces produced 14,955 15,735 (5%)
3,710 4,922 (25%) Payable gold ounces produced 14,910 15,688 (5%)
1,569,359 2,075,243 (24%) Silver equivalent ounces produced(1) 6,301,637 6,599,353 (5%)
14.95 12.40 21% Cash costs per silver ounce(2)(3) 15.20 11.46 33%
18.04 14.36 26% Total production costs per ounce(2)(4) 18.36 13.95 32%
21.50 18.05 19% All in sustaining costs per ounce (2)(5) 22.23 18.43 21%
193.77 171.48 13% Direct operating costs per tonne(2)(6) 189.26 168.04 13%
239.76 249.23 (4%) Direct costs per tonne(2)(6) 246.48 216.95 14%

(1) Silver equivalents are calculated using an 80:1 (silver/gold) ratio.

(2) The Company reports non-IFRS measures which include cash costs net of by-product revenue on a payable silver basis, total production costs per oz, AISC per oz, direct operating cost per tonne, direct cost per tonne, silver co-product cash costs and gold co-product cash costs in order to manage and evaluate operating performance at each of the Company's mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliations to IFRS on page 40.

(3) Cash costs net of by-product revenue per payable silver oz include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on pages 43 and 44.

(4) Total production costs per oz include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, and depreciation at the operation sites net of by product revenues. See Reconciliation to IFRS on pages 43 and 44.

(5) AISC per oz include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration expenses, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 45.

(6) Direct operating costs per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. Direct cost per tonne includes all direct operating costs, royalties and special mining duty. See Reconciliation to IFRS on pages 43 and 44.

Guanaceví Production Results

Three months ended December 31, 2023 (compared to the three months ended December 31, 2022)

Silver production at the Guanaceví mine during Q4, 2023 was 1,271,679 oz, a decrease of 24% compared to 1,680,363 oz in Q4, 2022, and gold production was 3,721 oz, a decrease of 25% compared to 4,936 oz in Q4, 2022. Plant throughput was 7% lower in Q4, 2023 with 110,781 tonnes at average grades of 419 gpt silver and 1.20 gpt gold, compared to 119,305 tonnes grading 512 gpt silver and 1.44 gpt gold in Q4, 2022. The decrease in silver and gold production at the Guanaceví mine was primarily due to the 18% reduction in ore silver grade and a 17% reduction in ore gold grade, in combination with a 7% decrease in processed tonnes, steady silver recoveries and a 3% decrease in gold recoveries. The processed tonnes were impacted by a scheduled maintenance shut down during the first week of October and although the ore grades have returned to historic averages during Q4 2023, the Guanaceví mine was mining in higher grade areas in Q4, 2022.

Year ended December 31, 2023 (compared to the year ended December 31, 2022)

Silver production at the Guanaceví mine during 2023 was 5,105,237 oz, a decrease of 4% compared to 5,340,553 oz in 2022, and gold production was 14,955 oz, a decrease of 5% compared to 15,735 oz in 2022. Plant throughput was 5% higher in 2023 with 433,409 tonnes at average grades of 417 gpt silver and 1.19 gpt gold, compared to 412,303 tonnes grading 465 gpt silver and 1.33 gpt gold in the year ended December 31, 2022.

The decrease in silver and gold production at the Guanaceví mine was due to reduced ore grades partially offset by a 5% increase in processed tonnes and a 2% and 1% increase in silver and gold recoveries respectively. Mine sequencing changes to improve access and ventilation during Q2 and Q3 resulted in lower grades compared to plan and historic comparisons, with grades returning to plan in Q4.


Guanaceví’s annual silver production of 5,105,237 oz was just below the low end of guidance of between 5.2 and 5.7 million oz and gold production of 14,955 oz was at the low of guidance of between 15 and 17 thousand oz.  During 2023 production at Guanacevi was impacted by mine re-sequencing changes required to focus on improved ventilation, which resulted in lower than budgeted grades in Q2 and Q3, with grades returning to budgeted grades in Q4. Guanacevi’s processed ore and silver and gold recoveries were within budget but both silver and gold grades were 9% below budget.

Guanaceví Operating Costs

Three months ended December 31, 2023 (compared to the three months ended December 31, 2022)

Direct operating costs per tonne for the three months ended December 31, 2023 increased 13% to $193.77 compared with the same period in 2022, resulting from a strengthened Mexican peso and increased labour, power and consumables and a 7% decrease in throughput tonnes in Q4 2023. At Guanacevi the increase in costs is also impacted by additional repair costs associated with a planned plant shutdown at the beginning of the quarter. Including royalty and special mining duty costs, direct cost per tonne decreased 4% to $239.76 compared with $249.23 in the same period in 2022. There was a 40% decrease in royalty expense recognized during Q4, 2023. Royalty expense decreased from $8.4 million to $5.0 million, which are included in cost per tonne and oz metrics. During 2022, there were finished goods withheld during the year that were sold in Q4, 2022, which increased the royalty cost during the comparative period.

Cash costs per oz, net of by-product credits, increased to $14.95 compared to $12.40 for the same period in 2022, driven by the decreased silver production, decreased by-product gold sales and higher direct costs. AISC per oz increased 19% to $21.50 per oz for the three months ended December 31, 2023, due to the decreased silver production and the increase direct costs partially offset by a decrease in sustaining capital.

Year ended December 31, 2023 (compared to the year ended December 31, 2022)

Direct operating costs per tonne for 2023 increased 13% to $189.26 compared with 2022, resulting from a strengthened Mexican peso and increased labour, power and consumables costs partially offset by higher throughput. Including royalty and special mining duty costs, direct cost per tonne increased 14% to $246.48 compared with $216.95 in 2022. There was a 25% increase in royalty expense recognized during the year ended December 31, 2023, due to an increase in production from concessions that are subject to royalties and increased realized metal prices. Royalty costs increased from $17.6 million to $21.9 million, which is included in cost per tonne and oz metrics. There was also an increase in special mining duty from $2.6 million to $2.8 million resulting from the increase in sales and the strengthening of the Mexican Peso.

Cash costs per oz, net of by-product credits, increased to $15.20 compared to $11.46 for 2022, driven by the higher direct costs per tonne and decreased production partially offset by increased by-product gold sales due to increased metal prices. AISC per oz increased 21% to $22.23 per oz for the year ended December 31, 2023, due to the increase in direct costs along with an increase in allocated corporate general and administrative expenses partially offset by slightly lower sustaining capital expenditures.


BOLAÑITOS OPERATIONS

The Bolañitos operation encompasses three underground silver-gold mines and a flotation plant. Bolañitos provides steady employment for over 500 people and engages over 190 contractors.

Production Results for the Three Months and Years Ended December 31, 2023 and 2022

Three Months Ended December 31 BOLAÑITOS Twelve Months Ended December 31
2023 2022 % Change   2023 2022 % Change
109,683 104,984 4% Ore tonnes processed  440,973 422,239 4%
45 50 (10%) Average silver grade (g/t) 47 52 (10%)
84.8 89.2 (5%) Silver recovery (%) 85.1 88.2 (4%)
134,744 150,472 (10%) Total silver ounces produced 567,466 622,892 (9%)
128,451 141,491 (9%) Payable silver ounces produced 537,458 587,978 (9%)
1.86 1.72 8% Average gold grade (g/t) 1.82 1.77 3%
89.8 93.6 (4%) Gold recovery (%) 88.8 90.8 (2%)
5,887 5,434 8% Total gold ounces produced 22,903 21,813 5%
5,730 5,274 9% Payable gold ounces produced 22,279 21,213 5%
605,704 585,192 4% Silver equivalent ounces produced(1) 2,399,706 2,367,932 1%
(11.23) 2.85 (494%) Cash costs per silver ounce(2)(3) (2.78) 3.28 (185%)
13.88 22.98 (40%) Total production costs per ounce(2)(4) 20.41 21.51 (5%)
21.27 35.06 (39%) All in sustaining costs per ounce (2)(5) 29.55 34.00 (13%)
94.91 95.05 (0%) Direct operating costs per tonne(2)(6) 95.00 94.43 1%
96.94 95.67 1% Direct costs per tonne(2)(6) 96.82 95.76 1%

(1) Silver equivalents are calculated using an 80:1 (silver/gold) ratio.

(2) The Company reports non-IFRS measures which include cash costs net of by-product revenue on a payable silver basis, total production costs per oz, AISC per oz, direct operating cost per tonne, direct cost per tonne, silver co-product cash costs and gold co-product cash costs in order to manage and evaluate operating performance at each of the Company's mines. These measures, some established by the Silver Institute (Production Cost Standards, June 2011), are widely used in the silver mining industry as a benchmark for performance, but do not have a standardized meaning. These measures are reported on a production basis. See Reconciliations to IFRS on page 40.

(3) Cash costs net of by-product revenue per payable silver oz include mining, processing (including smelting, refining, transportation and selling costs), and direct overhead, net of gold credits. See Reconciliation to IFRS on pages 43 and 44.

(4) Total production costs per oz include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, and depreciation at the operation sites net of by product revenues. See Reconciliation to IFRS on pages 43 and 44.

(5) AISC per oz include mining, processing (including smelting, refining, transportation and selling costs), direct overhead, corporate general and administration expenses, on-site exploration, share-based compensation, reclamation and sustaining capital net of gold credits. See Reconciliation to IFRS on page 45.

(6) Direct operating costs per tonne include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. Direct cost per tonne includes all direct operating costs, royalties and special mining duty. See Reconciliation to IFRS on pages 43 and 44.

Bolañitos Production Results

Three months ended December 31, 2023 (compared to the three months ended December 31, 2022)

Silver production at the Bolañitos mine was 134,744 oz in Q4, 2023, a decrease of 10% compared to 150,472 oz in Q4, 2022, and gold production was 5,887 oz in Q4, 2023, an increase of 8% compared to 5,434 oz in Q4, 2022. Plant throughput in Q4, 2023 was 109,683 tonnes at average grades of 45 gpt silver and 1.86 gpt gold, compared to 104,984 tonnes at average grades of 50 gpt silver and 1.72 gpt gold in Q4, 2022. At the Bolañitos mine the 10% decrease in silver production was attributable to a 10% decrease in ore silver grade and 5% decrease in recoveries, partially offset by a 4% increase in throughput. The 8% increase in gold production at the Bolañitos mine was attributable to an 8% increase in ore gold grade and the 4% increase in throughput, partially offset by a 4% decrease in gold recoveries and. The difference in ore grade at Bolañitos is primarily due to the fluctuations of ore grades from accessing different areas of the mine.

Year ended December 31, 2023 (compared to the Year ended December 31, 2022)

Silver production at the Bolañitos mine was 567,466 oz in 2023, a decrease of 9% compared to 622,892 oz in 2022, and gold production was 22,903 oz in 2023, an increase of 5% compared to 21,813 oz in 2022. Plant throughput was 440,973 tonnes at average grades of 47 gpt silver and 1.82 gpt gold, compared to 422,239 tonnes at average grades of 52 gpt silver and 1.77 gpt gold in 2022. The decrease in silver production at the Bolañitos mine was due to a 10% reduction in ore silver grade and a 4% reduction in silver recoveries partially offset by the 4% increase in ore tonnes processed. The increase in gold production at the Bolañitos mine was due to the 4% increase in processed tonnes, a 3% increase in ore gold grade partially offset by a 2% reduction in recoveries. The difference in ore grade at Bolañitos is primarily due to the fluctuations of ore grades from accessing different areas of the mine.


At Bolañitos annual silver production of 567,466 oz was in the mid-range of its guidance of between 0.5 and 0.6 million oz and gold production of 22,903 oz was in the upper end of guidance of between 21 and 23 thousand oz.  Bolañitos’ processed ore met budget and silver and gold grades and recoveries were within 2% of budget.

Bolañitos Operating Costs

Three months ended December 31, 2023 (compared to the three months ended December 31, 2022)

Direct costs per tonne in Q4, 2023 increased 1% to $96.94 per tonne, compared to $95.67 in 2022, primarily due to higher direct costs partially offset by a 4% increase in ore tonnes processed. Cash costs, net of by-product credits, were negative $11.23 per oz of payable silver in Q4, 2023 compared to positive $2.85 per oz in Q4, 2022 due to increased gold production and realized gold prices. AISC decreased 39% in Q4, 2023 to $21.27 from $35.06 in Q4, 2022 per oz primarily due to the increased gold production, increased realized gold prices and a decrease in sustaining capital.

Year ended December 31, 2023 (compared to the year ended December 31, 2022)

Direct costs per tonne for the year ended December 31, 2023 increased 1% to $96.82 per tonne, compared to $95.76 in 2022, primarily due to an increase in direct costs, partially offset by a 4% increase in ore tonnes processed. Cash costs, net of by-product credits, were negative $2.78 per oz of payable silver in, 2023 compared to positive $3.28 per oz in 2022 due to the increased gold production and an increase in the realized price of gold compared to the prior year partially offset by increased costs and reduced silver production. AISC decreased 13% in the year ended December 31, 2023, to $29.25 per oz primarily due to the decrease in sustaining capital expenditures.

DEVELOPMENT ACTIVITIES

Terronera Project

The Terronera project, located 40 km northeast of Puerto Vallarta in the state of Jalisco, Mexico, features a high-grade silver-gold mineral resource in the Terronera vein, which is now over 1,400 metres long, 400 metres deep, 3 to 16 metres thick, and remains open along strike to the southeast and down dip.

Wood PLC completed an independent feasibility study entitled "NI 43-101 Technical Report on the Feasibility Study of the Terronera Project, Jalisco State, Mexico – Amended" dated May 15, 2023 with an effective date of September 9, 2021 (the "Terronera Feasibility Study" or "FS"), and filed on SEDAR and EDGAR and posted to the Company's website on March 29, 2023. The FS base case assumed a silver price of $20 per oz and a gold price of $1,575 per oz with an implied 79:1 silver to gold ratio, and a Mexico peso to U.S. dollar exchange rate of 20:1. At base case prices, the improved economics estimated an after-tax net present value of $174.1 million at a 5% discount rate, internal rate of return of 21.3%, and payback period of 3.6 years. Initial capital expenditures were estimated to be $175 million with capital expenditures during production estimated to be $108.5 million. The 12-year life of mine was estimated to produce an average of 3.3 million silver oz and 32,874 gold oz per year generating $476 million pre-tax, $311 million after-tax, free cash flow.

Following the effective date of the Terronera Feasibility Study, the Company commenced initial earthworks and the procurement of long lead items and prior to making a formal construction decision, which was subject to completion of a financing package and receipt of additional amended permits. While the Company advanced financial due diligence, the Board approved certain early expenditures to de-risk various aspects of the project in a deliberate and disciplined manner to minimize risk prior to the final construction decision. Proceeding with these early expenditures has reduced inflationary and timing pressures and has also advanced key work that has facilitated the ramp-up to full construction.

From September 2021 Q2. 2023 the Company further evaluated various operating scenarios, cost-benefit initiatives and technologies to optimize the Terronera Project’s operating flexibility and economics. Since 2021, additional cost pressures have emerged from systemic inflation and constrained global supply chains, which have contributed to increased costs of inputs within the mining sector. The Company’s move to assemble an experienced development team has worked to mitigate some of these impacts, and management believes the Company is well-equipped to navigate the current business environment.

In Q2, 2023 the Company approved the construction of an optimized Terronera Project scenario (the "Revised Scenario"), consisting of a process plant with 2,000 tonne per day (tpd) capacity and an initial capital expenditure cost of $230 million, partially offset by a decrease in sustaining capital to $88.3 million over the life of the mine. Endeavour planned a 21-month construction period, including 3 to 6 months ramp up to full production with initial production expected in the fourth quarter of 2024.


The increased operating scale to 2,000 tonnes per day is expected to result in slightly lower operating costs on a per tonne basis compared to the Terronera Feasibility Study. Below is a summary of the optimization work that was completed on the project cost structure and key components compared to the Terronera Feasibility Study:

  • The mine design was redesigned and mine plan optimized to reduce initial underground mine access development including changing portal locations. These changes were aimed at increasing development efficiencies, improving early ventilation, and reducing surface haulage. Pre-production development quantities increased for scaling the mine to 2,000 tpd.
  • The processing plant and tailing storage facility initial capital expenditures increased primarily for equipment required to achieve 2,000 tpd. These include a SAG Mill, concentrate regrind, and an additional tailings filter. Additional increases resulted from inflationary costs for steel and other required materials for construction. Further metallurgical testing completed during the basic engineering design phase for the process plant indicate increased estimated silver and gold recoveries by 1.6% and 2.5% respectively, compared to the recoveries in the Terronera Feasibility Study. Certain sustaining capital costs in the Terronera Feasibility Study are now included as operating costs.
  • Site infrastructure now includes the Company's ownership of the liquified natural gas ("LNG") vaporization and power generation equipment rather than leasing, which was included as an operating lease in the Terronera Feasibility Study. The site infrastructure increase from the Terronera Feasibility Study is also due to additional access road improvements.

Ongoing risk analysis, review and forecasting during 2023 construction, the Company updated the Revised Terronera Project scenario’s initial cost, schedule and execution plan in January 2024. While the Company successfully locked in pricing for much of the mine and plant equipment with early purchases, market trends persist with ongoing inflation, foreign exchange pressures related to a stronger Mexican Peso, and tight supply for equipment and bulk material. To ensure the costs pressures have been properly quantified, the Project team conducted a comprehensive review of the remaining cost to complete Terronera. The Company now forecasts initial capital costs to be 18% higher at $271 million (the “2024 Updated Scenario”). The Company anticipates the schedule to remain in line with previous guidance, with initial production to start in the fourth quarter of 2024.

(millions) 2023 Revised Scenario
Initial Capex
2024 Updated
Scenario Initial Capex
Variance
Mining $69.90 $83.80 $13.90
Mineral Processing Plant 48.00 64.80 16.80
Site Infrastructure 47.60 56.20 8.60
Total Direct Costs 165.50 204.80 39.30
Owner Costs 27.60 33.30 5.70
Project Indirect Costs 19.70 24.20 4.50
Contingency 17.60 8.70 (8.90)
Total Indirect Costs 64.90 66.20 1.30
Total (Direct & Indirect) $230.40 $271.00 $40.60


Below summarizes the main items impacting the 2024 Updated Scenario initial capital cost forecast compared to the revised scenario initial capex:

• Mill equipment purchases contributed an additional $11 million, primarily for E-houses and transformers, which have been ordered with final deliveries expected in Q2 2024. The higher electrical equipment costs reflect escalating component prices and increases due to supply availability.

• Structural steel fabrication contributed an additional $8 million; steel prices have increased due to significant demand within the region. Also, additional tonnage is required for design changes made during detail engineering. The Company has delivery commitments from several fabrication shops, which began in early January, and are being planned according to the construction schedule requirements through Q2 2024.

• Tailing storage facility ("TSF") design changes contributed an additional $5.5 million; following final geotechnical site investigation studies, modifications were required for local conditions and to meet seismic load requirements. The strength of the Mexican Peso has also impacted the cost forecast.

• The Company forecasts an additional $13.9 million on mine development, equipment, and infrastructure expenditures through commissioning. Much of the additional cost is for mobile equipment at both the Terronera and La Luz mines. Tradeoff evaluations show considerable savings through self-performed development and production, compared to escalating contractor mining prices. Additional mining equipment will be purchased earlier than originally planned to ensure sustained production during ramp up. Additional costs are anticipated from the strengthened Mexican Peso for labor and direct inputs sourced in-country.

• The permanent camp was completed for $2.2 million more than budget. A combination of additional scope, the impact of the strengthened Mexican Peso and inflationary costs impacted the final cost.

• Management has allocated $8.9 million from the $17.6 million contingency for additional cost forecasts for detail engineering, mine waste rock dump construction and indirect owner and construction management expenditures.

On October 6, 2023, the Company’s wholly-owned subsidiary, Terronera Precious Metals, S.A. de C.V. executed a credit agreement with Société Générale and ING Captial LLC (together with ING Bank N.V.) for a senior secured debt facility for up to $120 million (the “Debt Facility”). Proceeds from the Debt Facility will be used towards construction of the underground mine and mill at the Company’s Terronera Project. A summary of the key terms of the Debt Facility are as follows:

  • Up to $120 million principal amount on senior secured debt
  • Term of 8.5 years, including up to a 2-year grace period during the construction phase.
  • Interest rate of US Secured Overnight Financing Rate ("SOFR") + 4.50% per annum prior to completion and SOFR + 3.75% per annum from completion of the Terronera project until the fifth anniversary of the loan, and SOFR + 4.25% from the fifth anniversary onwards
  • Principal payments are payable in quarterly installments commencing in the fourth quarter of 2025. Cash sweep will be applied to 35% of excess cash flow after debt service from completion onwards until $35 million of loan principal has been prepaid
  • Prior to initial drawdown, Terronera is to enter into a hedging program for 68,000 ounces of gold over the initial two operating years
  • Prior to initial drawdown, Terronera is required to enter into a hedging program for managing exposure to the Mexico Peso during construction. The program requires approximately 75% of the remaining capital expenditure incurred in Mexican Pesos to be hedged. Prior to initial production, a hedging program is required for managing exposure to the Mexican Peso during operations. Under this program 50% of the projected operating costs incurred in Mexican Pesos are hedged prior to completion. Thereafter, the foreign exchange protection program for operations will rise to 70% of the projected operating costs incurred in Mexican Pesos.
  • Cost overrun funding is required in the form of cash, letter of credit issued by a Canadian financial institution or a combination of both for up to $48 million
  • The Debt Facility is subject to certain customary conditions precedent and debt servicing covenants. The Debt Facility is secured through corporate guarantees from Endeavour and certain Endeavour subsidiaries and a first ranking security interest over the Terronera project.

The Company is well-positioned to satisfy the financing requirements of the Project, having already invested over $122 million in direct development expenditures to the end of Q4 2023. The Company may consider various additional alternatives to raise the required capital as required by the terms of the Debt Facility and expected to draw down on the Debt Facility in Q1, 2024.

Construction and Development Highlights

  • Overall construction progress is 43% complete. Project commitments total $171 million and are tracking in-line with our optimized plan and the workforce has increased to 126 employees and 400 contractor workers.

As at December 31, 2023, site works and activities to date have included, but are not limited to:

  • Our strong safety focus at site continues: The Project finished 2023 with 172 days totaling over 600,000 manhours with no lost-time accidents.
  • Overall project progress reached 43% completion including a 3% reduction due to the adjusted weighting related to the 2024 Updated Scenario. The project remains on track for commissioning in Q4 2024.
  • Detail engineering for the mill and infrastructure began transitioning to construction support towards the end of 2023. Excavation designs for the Lower Platform and detail design for Tailings Storage Facility ("TSF") have been advanced using supplemental geotechnical results obtained in Q4 2023.
  • Over 2,200 metres of underground development were completed in 2023. The mining team has successfully transitioned from using contracted to direct-hire labor with greater development efficiencies. Development was focused on Portal 1, 2 and 4 declines for accessing ore and setting up the main ventilation circuit and haulage way; the Portal 4 incline broke through to surface and preparations are underway to complete the portal structure in Q1 2024.
  • Surface mill and infrastructure construction is 50% complete; concrete works are well advanced to allow the start of vertical construction in early Q1 2024. The electromechanical contract was awarded and mobilization commenced.
    • Concrete has been completed for the jaw crusher foundation and the perimeter walls, including backfill and compaction.
    • The Coarse Ore Stockpile support walls have been completed along with the roof including the feeder chute imbeds. For the reclaim tunnel, concrete has been completed for two major roof sections with two sections remaining.
    • The concrete of the grinding area is nearly complete and being prepared for release to the general contractor to begin structural steel and mechanical installations.
    • The concrete of the flotation cell pedestals is nearly complete and being prepared for release to the general contractor to begin structural steel and mechanical installations.
    • The thickener tank support pedestals were completed and was backfill initiated. Concrete work has been started for the raw water, process water, thickener surge, and concentrate storage tank pedestals and foundations.
  • Access road construction has commenced from the Lower Platform and TSF area to the Upper Mill Platform.
  • Focused on procuring bulk materials, including structural steel, piping, and electrical cable following a comprehensive scheduling for delivery that tracks construction requirements.
  • Supporting the local municipality has continued to be a major focus with sponsoring cultural and community activities in the area.
  • Environmental and social assessment initiatives continue according to schedule as outlined under the Equator Principal requirements for project loan financing.

2024 Outlook and Planning

Endeavour remains focused on advancing the Terronera Project for initial production in Q4 2024, with a comprehensive schedule and plan under the 2024 Updated Scenario.

For Q1 2024, surface construction will focus on completing concrete work to allow structural steel erection, mechanical installations and initial electrical work for the crushing, coarse-ore stockpile, grinding, flotation and tailing thickener areas. Early in Q2, excavation is anticipated to be complete for the Lower Platform, which includes facilities such as the LNG and power generation areas and the concentrate and tailing filtration areas. For Q2 and Q3, work is planned for all mill and infrastructure areas with mechanical completion and commissioning activities planned in Q4.

For the mine, development in Portal 1, 2 and 4 declines will continue with first ore development anticipated in Q2. Initial long-hole mining is planned for Q3 and cut-and-fill mining is planned with ore being stockpiled for mill ramp up. Development activities at La Luz are expected to begin in Q3 with portal construction and ramp advance to ore access anticipated in Q4. The critical path remains the TSF construction and advancing underground mine, where development efficiencies have been steadily increasing.

EXPLORATION RESULTS

At Guanaceví, the Company drilled 7,588 metres in 37 holes at a total expense of $1.4 million focusing on the El Curso - Alondra properties, establishing lateral and vertical extensions of the mineralized zone towards Porvenir Cuatro and continued testing the deep northwest extension of the Porvenir Dos orebody. Drilling results confirmed expectations and intersected significant mineralization with similar grades and vein widths to historical results. The Company will incorporate these drill results into its year end resource estimation and life of mine plan.

At Bolañitos, the Company drilled 11,048 metres in 57 holes at a total expense of $1.3 million to target the El Puertocito and Fortuna veins in the Golondrinas area located in Bolañitos South. The Company intersected significant mineralization with resource average grades over mineable widths. The Company has incorporated these drill results into its year end resource estimation and life of mine plan.

At Parral, the Company drilled 29 holes totalling 7,926 metres, with a cost of $1.7 million to continue targeting various areas of Veta Colorada. We have extended systems in the Sierra Plata, El Verde and San Joaquin areas and the San Patricio vein system. The additional drilling is expected to support the commencement of preliminary economic studies.

At Pitarrilla, the Company continued underground development to advance the kilometre long decline and lateral drifts that will be used to drill 5,000 metres to test the resource at various angles and conduct geological mapping activities. During 2023, the underground drive was re-directed due to ground conditions, which increased the development time and ramp fortification costs.

At Terronera, the site remains focused on development with exploration regional activities completed including geological mapping conducted in the El Padre, Katia, Ermita and Real Alto areas. Management plans to resume drilling activities once the Terronera project is in operation.

In Chile, the Company conducted mapping, sampling and surface exploration and preparation for drilling at the Aida project and conducted general exploration activities at the Paloma, Constanza and Anastasia properties.

On July 18, 2023 the Company entered into a definitive agreement with Bravada Gold Corporation which grants the Company an option to earn an 85% interest in the Baxter gold and silver property ("Baxter"), by incurring $4.0 million in exploration expenditures and paying $0.5 million in option payments over a five-year period from the date of the agreement. Baxter is located directly north of the Company's Bruner project in Nevada's Walker Lane Gold trend. Baxter consists of 114 unpatented lode claims (approximately 920 hectares). Upon completion of the exploration and development expenditures and payment of all of the option payments, the Company can exercise the option and will form a joint venture with 85% of the interest belonging to the Company.

On July 31, 2023, Minera Plata Adelante SA de CV ("MPA") entered into an agreement with Gold Royalty Corp. to sell all of MPA's interest in the 1% Cozamin royalty ("Cozamin Royalty") for total consideration of $7.5 million, payable in cash. The Cozamin Royalty applies to two concessions (Calicanto and Vicochea) on Capstone's Cozamin copper-silver mine, located 3.6 kilometres north-northwest of Zacatecas City in state of Zacatecas, Mexico. The Company obtained the Cozamin Royalty through a concession division agreement signed in 2017 on seven wholly owned concessions which were acquired for $0.4 million. The Cozamin Mine, a copper-silver mine owned and operated by Capstone Copper in Zacatecas, Mexico, is located on two of the seven Concessions. The sale agreement includes an option granted to Gold Royalty Corp to purchase any additional royalties which may be granted on the five remaining concessions under the 2017 concession division agreement. The sale was executed on August 30, 2023.


CONSOLIDATED FINANCIAL RESULTS

Three months ended December 31, 2023 (compared to the three months ended December 31, 2022)

In Q4, 2023, the Company’s mine operating earnings were $5.4 million (Q4, 2022 – $21.7 million) on revenue of $ 50.5 million (Q4, 2022 – $82.0 million) with cost of sales of $45.1 million (Q4, 2022 – $60.3 million).

In Q4, 2023, the Company had operating earnings of $0.2 million (Q4, 2022 - operating earnings of $13.5 million) after exploration, evaluation and development costs of $2.4 million (Q4, 2022 - $5.2 million) and general and administrative expense of $2.7 million (Q4, 2022 -$2.8 million). In the three months ended December 31, 2022, the operating loss also included $0.2 million in care and maintenance costs related to the suspension of the operations at the El Compas mine.

The earnings before taxes for Q4, 2023 were $0.7 million (Q4, 2022 - $13.2 million) after finance costs of $0.3 million (Q4, 2022 - $0.4 million), a foreign exchange gain of $1.4 million (Q4, 2022 - $0.6 million) and investment and other expenses of $0.6 million (Q4, 2022 -$0.2 million). In Q4 2023 earnings before taxes were also impacted by gain on asset disposal of $0.3 million (Q4, 2022 - $0.3 million). The Company realized net earnings for the period of $3.0 million (Q4, 2022 - net earnings of $7.9 million) after an income tax recovery of $2.3 million (Q4, 2022 - income tax expense of $5.3 million). In Q4, 2023 earnings were impacted by a $0.5 million mark-to-market adjustment resulting in an unrealized loss on investments included in investment and other expenses (Q4, 2022 - unrealized gain of $0.1 million).

Revenue of $50.5 million in Q4, 2023, net of $0.5 million of smelting and refining costs, decreased by 38% compared to $82.0 million, net of $0.7 million of smelting and refining costs, in Q4, 2022. Gross sales of $51.0 million in Q4, 2023 represented a 38% decrease over the gross sales of $82.7 million for the same period in 2022. The 53% decrease in silver ounces sold during the period, offset by a 9% increase in the realized silver price resulted in a 49% decrease in silver sales. The decrease in silver ounces sold is due to the 23% reduction in silver ounces produced and the sale in Q4, 2022 of increased silver ounces that were held in finished goods inventory at September 30, 2022. Gold oz sold decreased 20% offset by a 15% increase in realized gold prices resulting in a 9% decrease in gold sales. Gold oz sold decreased primarily due to the 7% decrease in gold ounces produced and the sale in Q4, 2022 of increased gold ounces that were held in finished goods inventory at September 30, 2022. During the period, the Company sold 1,332,648 oz silver and 9,417 oz gold, for realized prices of $23.78 and $2,051 per oz, respectively, compared to sales of 2,816,882 oz silver and 11,843 oz gold, for realized prices of $21.86 and $1,783 per oz, respectively, in the same period of 2022. For the three months ended December 31, 2023, the realized prices of silver and gold were within 4% of the London spot prices. Silver and gold London spot prices averaged $23.20 and $1,974, respectively, during the three months ended December 31, 2023.

The Company decreased its finished goods to 487,884 oz silver and slightly increased its finished goods gold inventory to 1,711 oz gold at December 31, 2023, compared to 530,250 oz silver and 1,707 oz gold at December 31, 2022. The cost allocated to these finished goods was $9.5 million as at December 31, 2023, compared to $6.1 million at December 31, 2022. At December 31, 2023, the finished goods inventory fair market value was $15.1 million, compared to $15.8 million at December 31, 2022.

Cost of sales for Q4, 2023 was $45.2 million, a decrease of 25% over the cost of sales of $60.3 million for Q4, 2022. The decrease in the cost of sales compared to the prior period was driven by a decrease in number of silver oz sold offset by a strengthened Mexican peso and higher labour, power and consumables costs as the Company, as well as the industry, has experienced significant inflationary pressures. During Q4 2022, the Company recognized costs of sales of a large finished goods inventory held as at September 30, 2022. During 2023, the ounces sold were more aligned with the ounces produced in the period. 

Exploration, evaluation and development expenses were $2.4 million, decrease of 54% compared to $5.2 million incurred in the same period of 2022 primarily due to the additional exploration expenditures in 2022 on the newly acquired Pitarrilla project and timing of exploration activities. General and administrative expenses of $2.7 million in Q4 2023 were 4% lower compared to the $2.8 million incurred for the same period of 2022. During Q4 2023 there are additional costs due to investment in a new ERP system and during Q4 2022, there was a mark-to-market impact of cash-settled director's deferred share units, which comparatively decreased costs by $0.6 million.


The Company incurred a foreign exchange gain of $1.4 million in Q4, 2023 compared to a gain of $0.6 million in Q4, 2022 due to a strengthening of the Mexican peso at the end of the quarter, which increases the US dollar value of Mexican peso denominated working capital. The Company incurred $0.3 million in finance charges primarily from interest on loans related to mobile equipment and accretion of reclamation and rehabilitation liabilities, compared to $0.4 million in the same period in 2022. The Company recognized $0.6 million in investment and other expenses compared to $0.2 million in Q4, 2022, primarily resulting from recognizing an unrealized loss on marketable securities and warrants of $0.5 million (Q4, 2022 - unrealized gain of $0.1 million), $0.3 million in interest income (Q4, 2022 - $0.5 million) and $0.4 million in other expenses (Q4, 2022 - other income of $0.8 million). The three-month period ended December 31, 2022 additionally included $0.2 million in royalty income.

Income tax expense recovery was $2.3 million in Q4, 2023 compared to expense of $5.3 million in Q4, 2022. The $2.3 million tax expense recovery is comprised of $0.2 million in current income tax expense (Q4, 2022 - $2.9 million) and an expense recovery of $2.5 million in deferred income tax (Q4, 2022 - deferred income tax expense of $2.4 million). The current income tax expense consists of $0.7 million in special mining duty taxes and $0.5 million recovery of income taxes. The deferred income tax expense recovery of $2.5 million is derived from changes in temporary timing differences between deductions for accounting versus deductions for tax.

Year ended December 31, 2023 (compared to the year ended December 31, 2022)

For the year ended December 31, 2023, the Company's mine operating earnings were $36.6 million (2022 - $51.6 million) on revenue of $205.5 million (2022 - $210.2 million) with cost of sales of $168.9 million (2022 - $158.6 million).

The Company had operating earnings of $8.7 million (2022 -$23.5 million) after exploration, evaluation and development costs of $15.1 million (2022 - $16.2 million), general and administrative expense of $12.4 million (2022 - $10.6 million) and a write off of mineral properties of $0.4 million (2022 - $0.7 million). In the year ended December 31, 2022 operating earnings also included $0.6 million in care and maintenance costs related to the suspension of the operations at the El Compas mine.

Earnings before tax was $18.2 million (2022 -$25.0 million) after finance costs of $1.4 million (2022 - $1.3 million), a foreign exchange gain of $4.7 million (2022 -$1.9 million), a gain on asset disposals of $7.1 million (2022 - $2.5 million) and investment and other expense of $0.9 million (2022 - investment and other expense of $1.6 million). The Company realized net earnings for the year of $6.1 million (2022 -$6.2 million) after an income tax expense of $12.1 million (2022 - $18.8 million).

Revenue of $205.5 million for the year ended December 31, 2023, net of $2.4 million of smelting and refining costs, decreased by 2% compared to $210.2 million, net of $3.0 million of smelting and refining costs in 2022. Gross sales of $207.9 million in 2023 represented a 2% decrease over the gross sales of $213.2 million in 2022. Silver oz sold decreased 12% due to both a 5% decrease in silver production in 2023 compared to 2022 and increased finished goods inventory as at December 31, 2021 that was sold during 2022. The 12% decrease in ounces sold during the year, combined with an 8% increase in the realized silver price resulted in a net 6% decrease to silver sales. Gold oz sold decreased 4% with an 8% increase in realized gold prices resulting in a 4% increase in gold sales. Gold oz sold decreased 4% primarily due to fluctuations in finished goods inventory. During the year, the Company sold 5,669,760 oz silver and 37,186 oz gold, for realized prices of $23.76 and $1,968 per oz, respectively, compared to sales of 6,464,869 oz silver and 38,868 oz gold, for realized prices of $22.07 and $1,814 per oz, respectively, in 2022. For the year ended December 31, 2023, the realized prices of silver and gold were within 2% of the London spot prices. Silver and gold London spot prices averaged $23.35 and $1,941 respectively, during the year ended December 31, 2023.

The Company decreased its finished goods to 487,884 oz silver and slightly increased its finished goods gold inventory to 1,711 oz gold at December 31, 2023 compared to 530,250 oz silver and 1,707 oz gold at December 31, 2022. The cost allocated to these finished goods was $9.5 million as at December 31, 2023, compared to $6.1 million at December 31, 2022. At December 31, 2023, the finished goods inventory fair market value was $15.1 million, compared to $15.8 million at December 31, 2022.

Cost of sales for 2023 was $168.9 million, an increase of 6% over the cost of sales of $158.6 million in 2022. The increase in cost of sales in 2023 in the current year compared to the prior year, was driven by a strengthened Mexican peso, higher labour, power and consumables costs as the Company, as well as the industry, has experienced significant inflationary pressures. Additionally, the Company incurred increased royalty costs recognized during 2023 compared to the prior year as there was increased production at Guanacevi coming from the El Curso and El Porvenir concessions, which are subject to royalties.


Exploration, evaluation and development expenses were $15.1 million, a decrease of 7% compared to $16.2 million incurred in 2022 primarily due to timing of exploration activities. General and administrative expenses of $12.4 million in 2023 were 17% higher compared to the $10.6 million incurred in 2022. During 2023 there are additional costs due to investment in a new ERP system, inflationary pressure on salaries while in 2022, there was a mark-to-market impact of cash-settled director's deferred share units, which comparatively increased costs by $0.3 million.

The Company incurred a foreign exchange gain of $4.7 million in 2023 compared to a foreign exchange gain of $1.9 million in 2022 due to a strengthening of the Mexican peso during 2023 which increases the US dollar value of Mexican peso denominated working capital. The Company incurred $1.4 million in finance charges primarily from interest on loans related to mobile equipment and accretion of reclamation and rehabilitation liabilities compared to $1.3 million in 2022. The Company recognized $0.9 million in investment and other expense compared to $1.6 million in investment and other expenses in 2022, primarily resulting from recognizing a loss on marketable securities and warrants of $2.5 million (2022 - $3.5 million), $1.5 million in interest income (2022 - $1.3 million), $0.5 million in royalty income (2022 - $0.7 million) and various other expenses of $0.4 million (2022 - $0.1 million). During 2023, the Company recognized a $7.0 million gain on the sale of the Cozamin Royalty (2022 - $2.5 million gain on asset disposals, which included a $2.7 million gain on sale of the El Compas mine).

Income tax expense was $12.1 million in 2023 compared to $18.8 million in 2022. The $12.1 million tax expense is comprised of $11.3 million in current income tax expense (2022 - $6.4 million) and $0.8 million in deferred income tax expense (2022 - $12.4 million). The current income tax expense consists of $3.8 million in special mining duty taxes and $7.5 million of income taxes. The deferred income tax expense of $0.8 million is derived from changes in temporary timing differences between deductions for accounting versus deductions for tax. During 2022, the changes in deferred taxes were driven primarily by the utilization of loss carryforwards at Guanacevi and during 2023 there were no further loss carryforwards available to offset against current income tax.

SELECTED ANNUAL INFORMATION

Expressed in thousands US dollars
except per share amounts
Year ended December 31
2023 2022 2021
Revenue $205,463 $210,160 $165,320
Net earnings (loss) $6,123 $6,201 $13,955
Basic earnings (loss) per share $0.03 $0.03 $0.08
Diluted earnings (loss) per share $0.03 $0.03 $0.08
Dividends per share - - -
Total assets $474,807 $399,437 $294,024
Total long-term liabilities $30,222 $30,794 $17,013


QUARTERLY RESULTS AND TRENDS

The following table presents selected financial information for each of the most recent eight quarters:

Table in thousands of U.S. dollars except for
share numbers and per share amounts
2023 2022
Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Gross Sales $51,005 $49,926 $50,866 $56,117 $82,683 $40,393 $31,719 $58,394
Smelting and refining costs included in revenue 506 494 795 656 694 744 937 654
Total Revenue 50,499 49,432 50,071 55,461 81,989 39,649 30,782 57,740
Direct production costs  32,817 34,020 25,478 26,516 42,821 24,510 19,828 26,721
Royalties 5,105 4,821 5,749 6,535 8,479 2,821 2,194 4,317
Mine operating cash flow before taxes 12,577 10,591 18,844 22,410 30,689 12,318 8,760 26,702
Share-based compensation 44 44 -294 132 89 113 113 127
Amortization and depletion 7,181 7,855 6,596 6,253 8,945 5,753 4,175 6,306
Write down on inventory   - - - - 1,323 - -
Mine operating earnings (loss) $5,352 $2,692 $12,542 $16,025 $21,655 $5,129 $4,472 $20,269
                 
Basic earnings (loss) per share $0.01 ($0.01) ($0.01) $0.03 $0.04 ($0.01) ($0.07) $0.07
Diluted earnings (loss) per share $0.01 ($0.01) ($0.01) $0.03 $0.04 ($0.01) ($0.07) $0.07
Weighted shares outstanding 196,018,623 194,249,283 191,446,597 190,274,768 189,993,085 189,241,367 180,974,609 171,557,220
Net earnings (loss) $3,049 ($2,328) ($1,054) $6,456 $7,961 ($1,499) ($11,923) $11,662
Amortization and depletion 7,458 7,771 6,967 6,593 9,279 5,963 4,354 6,491
Finance costs 164 170 229 259 233 194 212 177
Current income tax 207 2,250 4,442 4,445 2,850 1,186 1,325 1,015
Deferred income tax (2,544) 888 766 1,676 2,345 2,053 1,752 6,222
EBITDA $8,334 $8,751 $11,350 $19,429 $22,668 $7,897 ($4,280) $25,567


The following table presents selected production information for each of the most recent eight quarters:

Highlights 2023 2022
  Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1
Processed tonnes 220,464 214,270 228,575 211,073 224,289 202,745 201,361 206,147
Guanaceví 110,781 103,345 116,908 102,375 119,305 97,728 94,017 101,253
Bolañitos 109,683 110,925 111,667 108,698 104,984 105,017 107,344 104,894
Silver ounces 1,406,423 1,148,735 1,494,000 1,623,545 1,830,835 1,458,448 1,359,207 1,314,955
Guanaceví 1,271,679 1,041,211 1,352,423 1,439,924 1,680,363 1,332,190 1,194,150 1,133,850
Bolañitos 134,744 107,524 141,577 183,621 150,472 126,258 165,057 181,105
Silver grade 233 183 226 279 296 248 246 231
Guanaceví 419 341 398 511 512 468 465 407
Bolañitos 45 37 45 61 50 43 54 61
Silver recovery 85.1 90.9 90.1 85.7 85.8 90.3 85.4 85.9
Guanaceví 85.2 91.9 90.4 85.6 85.6 90.6 85.0 85.6
Bolañitos 84.8 82.6 87.6 86.1 89.2 87.0 88.6 88.0
Gold ounces 9,608 9,089 9,819 9,342 10,370 9,194 9,289 8,695
Guanaceví 3,721 3,161 3,885 4,188 4,936 3,642 3,680 3,477
Bolañitos 5,887 5,928 5,934 5,154 5,434 5,552 5,609 5,218
Gold grade 1.53 1.48 1.47 1.56 1.57 1.60 1.58 1.46
Guanaceví 1.20 1.03 1.10 1.42 1.44 1.29 1.37 1.19
Bolañitos 1.86 1.89 1.85 1.70 1.72 1.88 1.77 1.73
Gold recovery 88.7 89.4 91.1 88.0 91.5 88.4 90.6 89.6
Guanaceví 87.0 92.4 94.0 89.6 89.4 89.9 88.9 89.8
Bolañitos 89.8 87.9 89.3 86.8 93.6 87.5 91.8 89.4
Cash costs per oz (1) $12.54 $17.94 $13.52 $11.12 $11.65 $10.32 $10.08 $10.21
Guanaceví $14.95 $20.47 $14.53 $12.25 $12.40 $10.64 $10.35 $12.22
Bolañitos ($11.23) ($7.68) $3.34 $1.67 $2.85 $6.73 $8.01 ($2.95)
AISC per oz (1) $21.48 $29.64 $22.15 $20.16 $19.38 $20.27 $19.56 $20.90
Guanaceví $21.50 $29.06 $20.81 $19.28 $18.05 $17.79 $17.66 $20.52
Bolañitos $21.27 $35.54 $35.64 $27.45 $35.06 $48.21 $34.10 $23.39
Direct costs per tonne (1) $168.71 $176.37 $169.59 $169.49 $177.35 $146.30 $148.11 $148.53
Guanaceví $239.76 $264.10 $232.58 $251.83 $249.23 $205.42 $201.84 $204.08
Bolañitos $96.94 $94.63 $103.64 $91.84 $95.67 $91.28 $101.05 $94.91

(1) Cash cost per oz, AISC per oz and direct costs per tonne are non-IFRS measures.


Key Economic Trends

Precious Metal Price Trends

The prices of silver and gold are the largest single factor in determining profitability and cash flow from operations. The financial performance of the Company has been, and is expected to continue to be, closely linked to the prices of silver and gold.

During the year ended December 31, 2023, the average price of silver was $23.35 per ounce, with silver trading between $20.09 and $26.03 per oz based on the London Fix silver price. This compares to an average of $21.73 per oz for the year ended December 31, 2022, with a low of $17.77 and a high of $26.18 per oz. For the year ended December 31, 2023, the Company realized an average price of $23.76 per silver oz compared with $22.07 for the year ended December 31, 2022.

During the year ended December 31, 2023, the average price of gold was $1,941 per oz, with gold trading between $1,811 and $2,078 per oz based on the London Fix PM gold price. This compares to an average of $1,800 per oz for the year ended December 31, 2022, with a low of $1,629 and a high of $2,039 per oz. For the year ended December 31, 2023, the Company realized an average price of $1,968 per oz compared with $1,814 for the year ended December 31, 2022.

The silver and gold markets have been impacted by changes in investment demand and the silver market is impacted due to the monetary aspects of silver, rising demand as a "green" metal and rising geopolitical tension. Central banks' increase of interest rates utilized as a tool in an attempt to offset inflation concerns, has impacted the price of silver and gold in 2022 and 2023.

Currency Fluctuations

The Company's operations are located in Mexico and therefore a significant portion of operating costs and capital expenditures are denominated in Mexican pesos. The Company's corporate activities are based in Vancouver, Canada with the significant portion of these expenditures being denominated in Canadian dollars.

During the year ended December 31, 2023, the Mexican peso strengthened against the U.S. dollar. The average foreign exchange rate was $17.73 Mexican pesos per U.S. dollar, with the peso trading within a range of $16.67 to $19.48. This compares to an average of $20.25, with a range of $19.52 to $21.35 Mexican pesos per U.S. dollar during the year ended December 31, 2022.

During the year ended December 31, 2022, the Mexican peso was relatively flat and maintained its strength in comparison with the U.S. dollar. The average foreign exchange rate was $20.15 Mexican pesos per U.S. dollar, with the peso trading within a range of $19.22 to $21.35.


During the year ended December 31, 2023, the Canadian dollar was relatively flat against the U.S. dollar. The average foreign exchange rate was $1.349 Canadian dollars per U.S. dollar, with the Canadian dollar trading within a range of $1.315 to $1.387. This compares to an average of $1.296 with a range of $1.250 to $1.388 Canadian dollars per U.S. dollar for 2022.

During the year ended December 31, 2022, the Canadian dollar was relatively flat in the first half of the year but weakened in Q3 and Q4 of 2022. The average foreign exchange rate was $1.296 Canadian dollars per U.S. dollar, with the Canadian dollar trading within a range of $1.25 to $1.388.


Cost Trends

The Company's profitability is subject to industry wide cost pressures on development and operating costs with respect to labour, energy, consumables and capital expenditures. Underground mining is labour intensive and approximately 33% of the Company's production costs are directly tied to labour. In order to mitigate the impact of higher labour and consumable costs, the Company focuses on continuous improvement by promoting more efficient use of materials and supplies and by pursuing more advantageous pricing while increasing performance and without compromising operational integrity. During 2022, mining, processing and indirect costs all increased due to inflationary and industry cost pressures. During Q4, 2022 the cost per tonne was impacted by royalty costs recognized upon sale of higher than usual finished goods inventory that had been held during Q2 and Q3 of 2022. During the year ended December 31, 2023, costs have continued to be impacted by inflationary and industry costs pressures as well as being impacted by a strengthened Mexican Peso. From December 31, 2022 to December 31, 2023, the Mexico Peso has appreciated by approximately 15%.

ANNUAL OUTLOOK

2024 Production and Cost Guidance

    Guanaceví  Bolañitos Consolidated
Tonnes per day TPD 1,150 - 1,250 1,150 - 1,250 2,300 - 2,500
Silver Production M oz 4.9 - 5.2 0.5 - 0.6 5.3 - 5.8
Gold Production K oz 13.0 - 15.0 21.0 - 23.0 34.0 - 38.0
Silver Eq Production(1) US$/oz 5.9 - 6.4 2.2 - 2.4 8.1 - 8.8
Cash Costs, net of gold by-product credits(2) US$/oz     $14.00 - $15.00
AISC, net of gold by-product credits(2) US$/oz     $22.00 - $23.00
Sustaining Capital Budget US$M     $30.0
Exploration Budget US$M     $8.7

(1) 2024 silver equivalent production is calculated using an 80:1 silver:gold ratio

(2) Non-GAAP measures - See Non-IFRS measures beginning on page 40


Operating mines

In 2024, silver production is expected to range from 5.3 to 5.8 million oz and gold production is expected to range from 34,000 to 38,000 oz. Silver equivalent production is forecasted to range from 8.1 to 8.8 million oz using an 80:1 silver:gold ratio.

Mine Ag (M oz) Au (K oz) Ag Eq (M oz) Tonnes/Day (tpd)
Guanaceví 4.9 - 5.2 13.0 - 15.0 5.9 - 6.4 1,150 - 1,250
Bolañitos 0.5 - 0.6 21.0 - 23.0 2.2 - 2.4 1,150 - 1,250
Total 5.3 - 5.8 34.0 - 38.0 8.1 - 8.8 2,300 - 2,500

At Guanaceví, production will range between 1,150 tpd to 1,250 tpd and average 1,200 tpd from the Milache and El Curso orebodies. A significant portion of production will be mined from the Porvenir Cuatro extension on the El Curso concessions. The El Curso concessions are leased from a third party with no up-front costs but with significant royalty payments on production. Compared to 2023, mine grades are expected to be slightly lower and recoveries are anticipated to be similar in 2024. Cash costs per ounce, AISC per ounce and direct costs on a per tonne basis are expected to be similar to 2023.

In 2024, plant throughput at Bolañitos is expected to range from 1,150 tpd to 1,250 tpd and average 1,200 tpd from the Plateros-La Luz, Lucero-Karina and Bolañitos-San Miguel vein systems. Mine grades are expected to be higher for silver and lower for gold and recoveries are expected to be similar to 2023. Cash costs per ounce are expected to increase due to lower gold production and lower estimated gold prices. AISC per ounce are expected to decrease due to lower sustaining capital and direct cots on a per tonne basis are expected to be similar to 2023.

Consolidated Operating Costs

In 2024, cash costs, net of gold by-product credits, are expected to be $14.00-$15.00 per oz of silver produced. AISC, net of gold by-product credits, in accordance with the World Gold Council standard, are estimated to be $22.00-$23.00 per oz of silver produced.

Direct operating costs per tonne were estimated to be $140-$145 and direct costs, which include royalties and special mining duties are estimated to be in the range of $165-$170 per tonne.

Management made the following assumptions in calculating its 2024 cost forecasts: $23 per oz silver price, $1,840 per oz gold price and 17:1 Mexican peso to U.S. dollar exchange rate.

2024 Capital Budget

  Sustaining Mine
Development
Sustaining Other
Capital
Total Sustaining
Capital
Growth Capital Total Capital
Guanaceví $14.1 million $7.1 million $21.2 million - $21.2 million
Bolañitos $7.3 million $1.5 million $8.8 million - $8.8 million
Corporate - - - $2.6 million $2.6 million
Total $21.4 million $8.6 million $30.0 million $2.6 million $32.6 million

Sustaining Capital Investments

In 2024, Endeavour plans to invest $30.0 million in sustaining capital at its two operating mines. At estimated metal prices, the sustaining capital investments are expected to be paid out of operating cash flow.

At Guanaceví, $21.2 million will be invested in capital projects, the largest of which is 4.4 kilometres of mine development at El Curso and Milache for an estimated $14.1 million. An additional $5.4 million will be invested in mine infrastructure and mine equipment. A further $1.5 million will be invested in the plant and tailings storage facility, including engineering for a tailings facility expansion. The remaining $0.2 million will be spent on various surface infrastructure or equipment.

At Bolañitos, $8.8 million will be invested in capital projects, including $7.3 million for 5.1 kilometres of mine development to access resources in the Plateros-La Luz, Lucero-Karina, and Bolañitos -San Miguel areas. The additional $1.5 million will go to upgrade the mining fleet, plant improvements and to support site infrastructure.


The Company also plans to spend $2.6 million to maintain exploration concessions, acquire mobile equipment for exploration and cover corporate infrastructure.

Exploration Budget

Project 2024 Activity Drill Metres Expenditures Discretionary
Guanaceví Drilling 6,000 $1.2 million  
Bolañitos Drilling 6,000 $1.0 million  
Pitarrilla Drilling/Development 6,000 $5.1 million  
Parral Economic Studies - $0.5 million $0.2 million
Chile Targeting - $0.4 million $1.6 million
Bruner Targeting - $0.4 million $0.4 million
Other Evaluation - $0.1 million  
Total   18,000 $8.7 million $2.2 million

In 2024, the Company plans to spend $8.7 million drilling 18,000 metres across its properties, with the majority of the budget allocated towards advancing Pitarrilla. The discretionary component is subject to Board approval later in the year, as the Company completes the build of Terronera.

At the Guanaceví and Bolañitos mines, 12,000 metres of drilling are planned at a cost of $2.2 million to replace reserves and expand resources.

At the Pitarrilla project, management plans to invest $5.1 million on several initiatives. The largest portion of the expenditures at Pitarrilla in 2024 relates to ramp fortification costs to continue advancement of an underground drive that will be used as a drilling platform. During 2023, the drive was re-directed due to ground conditions, which increased the development estimate. The Company plans to drill 6,000 metres to test the high-grade zone and its feeder structures at various angles from the newly extended and improved ramp. Additional plans include continued maintenance of the office and camp, scoping studies and additional underground infrastructure.

At the Parral in Chihuahua state, the Company has paused exploratory drilling and has allocated $0.5 million towards economic studies in the second half of the year.

In Chile, management has taken the approach to pause exploration and intends to invest $0.4 million on targeting programs. Subject to Board approval, the Company has allocated a discretionary investment of $1.6 million towards drilling the Aida target and programs related to mapping, sampling, geophysics and surface exploration on several other exploration projects.

At the Bruner project in Nevada, USA management plans to invest $0.4 million to map and sample new targets with a discretionary component of $0.5 million related to engineering work.


LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased from $83.4 million at December 31, 2022 to $35.3 million at December 31, 2023.

Expressed in thousands US dollars    As at December 31, 2023     As at December 31, 2022  

 
   
 
Current assets $ 100,773   $ 146,333  
Current liabilities   58,244     52,749  
Working Capital $ 42,529   $ 93,584  

The Company had working capital of $42.5 million as at December 31, 2023 (December 31, 2022 – $93.6 million). The $51.1 million decrease in working capital is caused primarily by a $48.1 million decrease in cash and cash equivalents, $3.5 million decrease in other investments, $0.8 million decrease in tax receivable, $6.3 million increase in accounts payable and accrued liabilities, $1.2 million increase in income taxes payable, and $0.2 million increase in current lease liabilities, offset by $8.1 million increase in accounts and other receivables, $8.1 million increase in inventories, $9.4 million decrease in prepaids and other current assets and $2.2 million decrease in current loans payable.

Operating activities provided $13.6 million during the year ended December 31, 2023, compared to providing $55.0 million in 2022. The significant non-cash adjustments to the net earnings of $6.1 million (2022 – $6.2 million) were amortization and depletion of $28.8 million (2022 – $26.1 million), share-based compensation of $3.6 million (2022 – $3.9 million), a deferred income tax expense of $0.8 million (2022 – $12.4 million), finance costs of $1.4 million (2022 – $1.3 million), a loss on other investments of $2.5 million (2022 – $3.5 million), $2.1 million paid for cash settlement of performance share units, a write off of exploration properties of $0.4 million (2022 - $0.7 million), $0.4 million accretion of loan receivable (2022 – $0.1 million), $1.5 million increase in the employee long term benefit (2022 – $1.0 million) and an decrease in non-cash working capital of $25.2 million (2022 – increase in non-cash working capital of $1.0 million). The year ended December 31, 2023, included $7.1 million gain on asset disposal of which $7.0 related to sale of Cozamin royalty while the year ended December 31, 2022 included gain of $2.5 million of which $2.8 million related to the gain on the disposal of the El Compas mine. The year ended December 31, 2022, further included a provision for warehouse inventory of $1.3 million.

Investing activities used net cash of $108.0 million during the year ended December 31, 2023, compared to using net cash of $111.5 million in 2022. Capital investments totaled $117.8 million in property, plant and equipment during the year ended December 31, 2023, including $5.4 million in changes in working capital items and deposits used for purchases of equipment for Terronera, compared to capital investments totaling $109.7 million in 2022. The capital investments were primarily for sustaining capital at existing operations and for development capital at the Terronera Project. The Company received $7.6 million on the disposition of property plant and equipment, primarily on the disposal of the Cozamin royalty, compared to $0.3 million in 2022. The Company also received $2.5 million on the disposal of other investments compared to $nil in 2022. The Company used $0.1 million for investments in marketable securities during 2023 compared to using $2.1 million for investments in marketable securities in 2022 and redeemed $0.2 million of investments in non-current deposits (2022 – $nil).

At Guanaceví, the Company invested $24.6 million, with $15.2 million spent on 3.7 km of mine development and underground infrastructure and $4.6 million on mobile equipment. The Company continued to invest on upgrades for the plant and surrounding infrastructure, including $0.9 million on building and $3.4 million on plant upgrades, mine site improvements and the tailings facility and $0.5 million on office, building infrastructure and light vehicles.

At Bolañitos, the Company invested $10.7 million, with $7.7 million spent on 4.9 km of mine development and $2.2 million on mobile equipment. The Company continued to invest in upgrades for the plant and surrounding infrastructure, including $0.8 million on plant upgrades.

At Terronera, the Company invested $75.3 million, with $31.0 million spent on land payments, surface and mine development and infrastructure, $32.5 million was invested in plant, $4.4 million spent on buildings, $5.8 million was invested in mine equipment and $1.6 million on light vehicles, office and IT infrastructure. An additional $5.4 million was invested in changes in working capital items and deposits, used for purchases of equipment not yet delivered and accounts payable for equipment delivered.

Exploration and general and administrative investments were $1.5 million spent on holding costs, mobile equipment, office, building infrastructure and light vehicles.


Financing activities for the year ended December 31, 2023 provided $48.9 million, compared to providing $36.8 million in 2022. During the year ended December 31, 2023 the Company received $62.7 million from public equity offerings of shares, paid $2.0 million in share issuance costs and $7.5 million in deferred financing fees related to the undrawn credit agreement, received $2.5 million on the exercise of employee stock options, paid $7.2 million in interest and principal repayments on loans and leases, received $0.8 million in loan payments and paid $0.3 million in withholding taxes on equity settled performance share units. By comparison, in 2022, the Company raised gross proceeds of $46.0 million through a prospectus equity offering, paid $2.9 million in share issuance costs, received $1.6 million on the exercise of employee stock options, paid $6.1 million in interest and principal repayments on loans and leases and paid $1.9 million in withholding taxes on equity settled performance share units.

On June 16, 2023, the Company filed a short form base shelf prospectus ("Base Shelf") that qualified for the distribution of up to US$200 million of common shares, debt securities, warrants or units of the Company comprising any combination of common shares and warrants (the "Securities") over a 25-month period. The Company filed a corresponding registration statement in the United States registering the Securities under United States federal securities laws. The distribution of Securities can be effected from time to time in one or more transactions at a fixed price or prices, which can be changed, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement, including transactions that are "At-The-Market" ("ATM") distributions.

On June 27, 2023, the Company entered into an ATM equity facility (the "June 2023 ATM Facility") with BMO Capital Markets (the lead agent), CIBC Capital Markets Corp., TD Securities (USA) LLC, H.C. Wainwright & Co. LLC, B. Riley Securities Inc., Raymond James (USA) Ltd. and National Bank of Canada Financial Inc. (together, the "Agents"). Under the terms of this ATM facility, the Company could, from time to time, sell common stock having an aggregate offering value of up to $60.0 million on the New York Stock Exchange. The Company determined, at its sole discretion, the timing and number of shares to be sold under the ATM facility.

From June 27, 2023 to November 30, 2023 the Company issued 23,428,572 common shares under the June 2023 ATM Facility at an average price of $2.47 per share for gross proceeds of $57.9 million, less commission of $1.2 million and recognized $0.5 million of other transaction costs related to the ATM financing as share issuance costs. The June 2023 ATM Facility was completed in November 2023.

On December 18, 2023, the Company entered into an ATM equity facility (the "December 2023 ATM Facility") with BMO Capital Markets (the lead agent), p., TD Securities (USA) LLC, CIBC World Markets Inc., Raymond James (USA) Inc., B. Riley Securities Inc., H.C. Wainwright & Co. LLC, A.G.P./Alliance Global Partners and Stifel Nicolaus Canada Inc. (together, the "Agents"). Under the terms of this ATM facility, the Company can, from time to time, sell common stock having an aggregate offering value of up to $60.0 million on the New York Stock Exchange. The Company determines, at its sole discretion, the timing and number of shares to be sold under the ATM facility.

From December 18, 2023 to December 31, 2023 the Company has issued 2,311,621 common shares under the December 2023 ATM Facility at an average price of $2.06 per share for gross proceeds of $4.8 million, less commission of $0.1 million and recognized $0.2 million of other transaction costs related to the ATM financing as share issuance costs.

For the June 2023 ATM facility, completed on November 30, 2023, the net proceeds as at December 31, 2023 have been used as follows:

Use of proceeds (thousands)      
Net proceeds received $ 56,748  
Terronera Construction   (52,477 )
Pitarrilla exploration    (962 )
Allocated to working capital $ 3,309  

For the December 2023 ATM facility, the net proceeds as at December 31, 2023 have been used as follows:

Use of proceeds (thousands)      
Net proceeds received $ 4,655  
Terronera Construction   (976 )
Pitarrilla exploration    (497 )
Allocated to working capital $ 3,182  


Subsequent to December 31, 2023, the Company issued an additional 15,861,552 common shares under the December 2023 ATM Facility at an average price of $1.51 per share for gross proceeds of $23,.9 million, less commission of $0.5 million.

On October 6, 2023, the Company’s wholly owned subsidiary, Terronera Precious Metals, S.A. de C.V. (“TPM”), entered into a credit agreement in respect of the Debt Facility (see section titled “Development Activities” above).  Pursuant to the terms of the credit agreement, TPM is subject to certain restrictive covenants with respect to the use of the loan proceeds from the Debt Facility, including restrictions on transferring funds to the Company.  These restrictions are not expected to have any impact on the Company’s ability to meet its obligations.

The Company has historically funded its acquisition, exploration and development activities through equity financings, debt facilities and convertible debentures. In recent years, the Company has financed most of its acquisition, exploration, development and operating activities from production cash flows, treasury and equity financings. The Company may choose to undertake equity, debt, convertible debt or other financings, on an as-needed basis, in order to facilitate its growth.

Management of the Company believes that operating cash flow and existing working capital will be sufficient to cover 2024 capital requirements and meet its short-term obligations. The Company continues to assess financing alternatives, including equity or debt or a combination of both, to fund future growth, including the development of the Terronera project.

Contingencies

Minera Santa Cruz y Garibaldi SA de CV ("MSCG"), a subsidiary of the Company, received a Mexican peso ("MXN") 238 million assessment on October 12, 2010 by Mexican fiscal authorities for failure to provide the appropriate support for certain expense deductions taken in MSCG's 2006 tax return, failure to provide appropriate support for loans made to MSCG from affiliated companies, and deemed an unrecorded distribution of dividends to shareholders, among other individually immaterial items. MSCG immediately initiated a Nullity action and filed an administrative attachment to dispute the assessment.

In June 2015, the Superior Court ruled in favour of MSCG on a number of the matters under appeal; however, the Superior Court ruled against MSCG for failure to provide appropriate support for certain deductions taken in MSCG's 2006 tax return. In June 2016, the Company received a MXN 122.9 million ($7.2 million) tax assessment based on the June 2015 ruling. The 2016 tax assessment comprised of MXN 41.8 million in taxes owed ($2.5 million), MXN 17.7 million ($1.0 million) in inflationary charges, MXN 40.4 million ($2.4 million) in interest and MXN 23.0 million ($1.4 million) in penalties. The 2016 tax assessment was issued for failure to provide the appropriate support for certain expense deductions taken in MSCG's 2006 tax return and failure to provide appropriate support for loans made to MSCG from affiliated companies.

The Company filed an appeal against the June 2016 tax assessment on the basis that certain items rejected by the courts were included in the new tax assessment and a number of deficiencies exist within the assessment. Since issuance of the assessment, interest charges of MXN 19.6 million ($1.2 million) and inflationary charges of MXN 29.3 million ($1.7 million) has accumulated.

Included in the Company's consolidated financial statements are net assets of $964,000 held by MSCG. Following the Tax Court's rulings, MSCG has been in discussions with the tax authorities with regards to the shortfall of assets within MSCG to settle its estimated tax liability. An alternative settlement option would be to transfer the shares and assets of MSCG to the tax authorities. The Company's income tax payable includes an allowance for transferring the shares and assets of MSCG amounting to $964,000. The Company is currently assessing MSCG's settlement options based on ongoing court proceedings and discussion with the tax authorities. The Company has been advised that the appeal filed with the Federal Tax Court and Supreme Court of Justice, against the June 2016 tax assessment has been rejected. The Company continues to assess MSCG's settlement options.

Compania Minera Del Cubo SA de CV ("Cubo"), a subsidiary of the Company, received a MXN 58.5 million ($2.9 million) assessment in 2019 by Mexican fiscal authorities for failure to provide the appropriate support for depreciation deductions taken in the Cubo 2016 tax return and denied deductions of certain suppliers. The tax assessment consists of MXN 24.1 million ($1.2 million) for taxes, MXN 21.0 million ($1.1 million) for penalties, MXN 10.4 million ($0.5 million) for interest and MXN 3.0 million ($0.1 million) for inflation. At the time of the tax assessment the Cubo entity had and continues to have sufficient loss carry forwards which would be applied against the assessed difference of taxable income. The Mexican tax authorities did not consider these losses in the assessment.


Due to the denial of certain suppliers for income tax purposes in the Cubo assessment, the invoices from these suppliers have been assessed as ineligible for refunds of IVA (value-added taxes) paid on the invoices. The assessment includes MXN 14.7 million ($0.7 million) for re-payment of IVA refunded on these supplier payments. In the Company's judgement, the suppliers and invoices meet the necessary requirements to be deductible for income tax purposes and the recovery of IVA.

The Company filed an administrative appeal related to the 2016 Cubo tax assessment. The Company had previously provided a lien on certain El Cubo mining concessions during the appeal process. To facilitate the sale of the El Cubo mine and related assets, the Company elected to pay the assessed amount of $3.5 million during Q1, 2021. The payment included interest charges of MXN 9.9 million ($0.5 million) and inflationary charges of MXN 1.6 million ($0.1 million) accumulated since issuance of the assessment.  During the appeal process the amount paid has been classified as a non-current income tax recoverable. As of December 31, 2023 the amount receivable is $4.3 million inclusive of a foreign currency appreciation of $0.7 million accumulated since the date of the payment.  The Company continues to assess that it is probable that its appeal will prevail, and no provision is recognized in respect of the Cubo tax assessment.

The Company is required to use judgement to determine certain tax treatments in calculating income tax expense and IVA recoverable. A number of these judgements are subject to various uncertainties. From time to time, Mexican authorities may apply, re-interpret legislation or disregard precedents and it is possible that these uncertainties may be resolved unfavorably for the Company.

Capital Requirements

As of December 31, 2023, the Company held $35.3 million in cash and $42.5 million in working capital. The Company also has $120 million available under the Debt Facility for use in respect of the Terronera project, which it has yet to draw down.  Draw downs under the Debt Facility are subject to successful completion of certain conditions precedent.

The Company may be required to raise additional funds through future debt or equity financings in order to finance the development of the Terronera Project and may need to raise additional funds to carry out other business plans. As at December 31, 2023, of the total $271 million required to build Terronera, the remaining amount including any cost overrun funding will be funded during 2024 using existing cash on hand, as well as the proceeds from the December 2023 ATM Facility and the $120 million Debt Facility. The Company will continue to monitor capital markets, economic conditions and assess its short term and long-term capital needs.

Contractual Obligations

The Company had the following undiscounted contractual obligations at December 31, 2023:

Payments due by period (in thousands of dollars)        
Contractual Obligations   Total     Less than 1
year
    1 - 3 years     3 - 5 years     More than 5
years
 
Capital asset purchases $ 22,151   $ 22,151   $ -   $ -   $ -  
Loans payable   9,106     4,235     4,871     -     -  
Lease liabilities   1,094     466     366     262     -  
Other contracts(1)   628     171     255     202     -  
Other Long-Term Liabilities (2)   11,870     -     -     4,409     7,461  
Total $ 44,849   $ 27,023   $ 5,492   $ 4,873   $ 7,461  

(1) Other contracts consist of office premises operating costs and short-term leases.

(2) The $11,870 of other long-term liabilities is the undiscounted cost estimate to settle the Company's reclamation costs of the Guanaceví and Bolañitos mines, the Terronera development project and the Pitarrilla exploration project in Mexico. These costs include land rehabilitation, decommissioning of buildings and mine facilities, ongoing care and maintenance and other costs.


TRANSACTIONS WITH RELATED PARTIES

The Company previously shared common administrative services and office space with Aztec Metals Corp., which was considered a related party company by virtue of Bradford Cooke, the Company's former Executive Chairman, being a common director. From time to time, the Company incurred third-party costs on behalf of related parties, which are charged on a full cost recovery basis. The agreement for sharing office space and administrative services ended in May 2021. The charges for these costs totaled $Nil for the three months and year ended December 31, 2023 (December 31, 2022 - $Nil and $9,000 respectively). The Company had no receivable related to administration costs outstanding as at December 31, 2023 (December 31, 2022 - $Nil).

The Company was charged $267,000 and $553,000 for legal services for the three months and year ended December 31, 2023 respectively by a law firm in which the Company's corporate secretary is a partner (2022 - $26,000 and $428,000 respectively). The Company has $86,000 payable to the legal firm as at December 31, 2023 (December 31, 2022 - $10,000).

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

As at December 31, 2023, the carrying and fair values of Endeavour's financial instruments by category were as follows:

    As at December 31, 2023     As at December 31, 2022  
Expressed in thousands US dollars    Carrying
value
    Estimated
Fair value
    Carrying
value
    Estimated
Fair value 
 
Financial assets:                        
Cash and cash equivalents $ 35,286   $ 35,286   $ 83,391   $ 83,391  
Other investments   5,135     5,135     10,035     10,035  
Accounts and other receivables   8,210     8,210     5,074     5,074  
Loan receivable    3,324     3,324     3,729     3,729  
Total financial assets $ 51,955   $ 51,955   $ 102,229   $ 102,229  
                         
Financial liabilities:            
Accounts payable and accrued liabilities $ 46,146   $ 46,146   $ 39,831   $ 39,831  
Loans payable   8,519     8,519     14,510     14,510  
Total financial liabilities $ 54,665   $ 54,665   $ 54,341   $ 54,341  

Fair value hierarchy

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by no or little market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.


Assets and liabilities as at December 31, 2023 that measured at fair value on a recurring basis include:

             
As at December 31, 2023            
Expressed in thousands US dollars    Total     Level 1     Level 2     Level 3  
Assets:                        
Other investments $ 5,135   $ 5,049   $ -   $ 86  
Trade receivables   6,608     -     6,608     -  
Total financial assets $ 11,743   $ 5,049   $ 6,608   $ 86  
                         
Liabilities:                        
Deferred share units $ 2,048   $ 2,048   $ -   $ -  
Share appreciation rights $ 43   $ -   $ 43   $ -  
Total financial liabilities $ 2,091   $ 2,048   $ 43   $ -  

Other investments

The Company holds marketable securities classified as Level 1 and Level 3 in the fair value hierarchy. The fair values of Level 1 investments are determined based on a market approach reflecting the closing price of each particular security at the reporting date. The closing price is a quoted market price obtained from the stock exchange that is the principal active market for the particular security, being the market with the greatest volume and level of activity for the assets. For Level 3 investments, which consist of share purchase warrants where inputs are not observable, they have an estimated value determined by using an option pricing model. Changes in fair value on available for sale marketable securities are recognized in earnings or loss.

Trade receivables

The trade receivables consist of receivables from provisional silver and gold sales from the Bolañitos mine. The fair value of receivables arising from concentrate sales contracts that contain provisional pricing mechanisms is determined using the appropriate quoted closing price on the measurement date from the exchange that is the principal active market for the particular metal. As such, these receivables, which meet the definition of an embedded derivative, are classified within Level 2 of the fair value hierarchy.

Deferred share units

The Company has a cash settled Deferred Share Unit ("DSU") plan whereby deferred share units may be granted to independent directors of the Company in lieu of compensation in cash or stock options. The DSUs vest immediately and are redeemable for cash based on the market value of the units at the time of a director's retirement. The DSUs are classified as Level 1 in the fair value hierarchy. The liability is determined based on a market approach reflecting the closing price of the Company's common shares at the reporting date. Changes in fair value are recognized in general and administrative expenses.

Share appreciation rights

As part of the Company's bonus program, the Company grants share appreciation rights ("SARs") to its employees in Mexico and Chile. The SARs are subject to vesting conditions and, when exercised, constitute a cash bonus based on the value of the appreciation of the Company's common shares between the SARs grant date and the exercise date.

The SARs are classified as Level 2 in the fair value hierarchy. The liability is valued using a Black-Scholes option pricing model. Changes in fair value are recognized in salaries, wages and benefits.

Financial Instrument Risk Exposure and Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management process. The types of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

The Company is exposed to credit risk on its bank accounts, accounts receivable and loan receivable. Credit risk exposure on bank accounts is limited through maintaining the Company's balances with high-credit quality financial institutions, maintaining investment policies, assessing institutional exposure and continual discussion with external advisors. Value-added tax receivables are generated on the purchase of supplies and services to produce silver, which are refundable from the Mexican government. Trade receivables are generated on the sale of concentrate inventory to reputable metal traders. The loan receivable is related to the remaining proceeds for the sale of the El Compas mine to Grupo ROSGO. There has been no indication of a change in the creditworthiness of the counterparty to the loan receivable since the initial recognition.


Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by continually monitoring forecasted and actual cash flows. The Company has in place a planning and budgeting process to help determine the funds required to support its normal operating requirement and development plans. The Company aims to maintain sufficient liquidity to meet its short-term business requirements, taking into account its anticipated cash flows from operations, its holdings of cash and cash equivalents, and its committed and anticipated liabilities.

The Company's Mexican subsidiaries pay IVA on the purchase and sale of goods and services. The net amount paid is recoverable but is subject to review and assessment by the tax authorities. The Company regularly files the required IVA returns and all supporting documentation with the tax authorities, however, the Company has been advised that certain IVA amounts receivable from the tax authorities are being withheld pending completion of the authorities' audit of certain of the Company's third-party suppliers. Under Mexican law, the Company has legal rights to those IVA refunds and the results of the third-party audits should have no impact on refunds. A smaller portion of IVA refund requests are from time to time denied based on the alleged lack of compliance of certain formal requirements and information returns by the Company's third-party suppliers. The Company takes necessary legal action on the delayed refunds as well as any denied refunds. The Company is in regular contact with the tax authorities in respect of its IVA filings and believes that the full amount of its IVA receivables will ultimately be received; however, the timing of recovery of these amounts and the nature and extent of any adjustments to the Company's IVA receivables remains uncertain.

Market Risk

The significant market risk exposures to which the Company is exposed are foreign currency risk, interest rate risk, and commodity price risk.

Foreign Currency Risk - The Company's operations in Mexico and Canada make it subject to foreign currency fluctuations. Certain of the Company's operating expenses are incurred in Mexican pesos and Canadian dollars; therefore, the fluctuation of the U.S. dollar in relation to these currencies will consequently have an impact upon the profitability of the Company and may also affect the value of the Company's assets and the amount of shareholders' equity. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks.

Interest Rate Risk - In respect of financial assets, the Company's policy is to invest cash at floating rates of interest and cash reserves are to be maintained in cash equivalents in order to maintain liquidity. Fluctuations in interest rates impact the value of cash equivalents. As at December 31, 2023 the Company has $0.2 million in equipment loans with interest rates that are linked to SOFR and, with other variables unchanged, a 1% increase in the SOFR rate would result in an additional interest expense of $2,000.

Commodity Price Risk - Gold and silver prices have historically fluctuated significantly and are affected by numerous factors outside of the Company's control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities and certain other factors.

As at December 31, 2023, the Company has not engaged in any hedging activities, other than short-term metal derivative transactions less than 90 days, to reduce its exposure to commodity price risk. At December 31, 2023, there are 70,236 oz of silver and 3,102 oz of gold, which do not have a final settlement price and the estimated revenues have been recognized at current market prices. As at December 31, 2023, with other variables unchanged, a 10% decrease in the market value of silver and gold would result in a reduction of revenue and the associated receivable of $0.8 million.


OUTSTANDING SHARE DATA

As of March 8, 2024, the Company had the following securities issued, issuable and outstanding:

  • 233,107,044 common shares;
  • 3,055,891 common shares issuable under stock options with a weighted average exercise price of CAD$4.38 per share expiring between March 3, 2024 and June 14, 2028;
  • 684,000 performance share units with a weighted average grant price of CAD$4.98 vesting between March 23, 2025 and March 7, 2026; and 
  • 330,078 equity settled deferred share units with a weighted average grant prices of CAD$4.66 which are vested.

As at December 31, 2023, the Company's issued share capital was $722,695 million (December 31, 2022 - $657.9 million), representing 217,245,492 common shares (December 31, 2022 - 189,995,563), and the Company had options outstanding to purchase 3,488,291 common shares (December 31, 2022 - 3,899,630) with a weighted average exercise price of CAD$4.24 (December 31, 2022 - CAD$4.09).

The Company considers the items included in the consolidated statement of shareholders' equity as capital. The Company's objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares through private placements, prospectus offerings, convertible debentures, asset acquisitions or return capital to shareholders. The Company is not subject to externally imposed capital requirements.

CHANGES IN ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Accounting standards adopted during the period:

The accounting policies applied in the Company's condensed consolidated interim financial statements for the year ended December 31, 2023 are the same as those applied in the Company's annual audited consolidated financial statements as at and for the year ended December 31, 2022 except for the below:

The Company has adopted the following new accounting standard and amendments to IFRS:

Amendments to IAS 1, Presentation of Financial Statements (effective January 1, 2023) require entities to disclose their material accounting policy information rather than significant accounting policy information. The amendments provide guidance on how an entity can identify material accounting policy information and clarify that information may be material because of its nature, even if the related amounts are immaterial. The adoption of these amendments did not have any impact on the disclosure of material accounting policy information for the Company's December 31, 2023 consolidated financial statements.

Critical Accounting Estimates

The preparation of financial statements requires the Company to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management's judgment relate to the determination of mineralized reserves and resources, plant and equipment lives, estimating the fair values of financial instruments and derivatives, impairment of non-current assets, reclamation and rehabilitation provisions, recognition of deferred tax assets, and assumptions used in determining the fair value of share-based compensation.

Determination of ore reserves and resources

Judgments about the amount of product that can be economically and legally extracted from the Company's properties are made by management using a range of geological, technical and economic factors, history of conversion of mineral deposits to proven and probable reserves as well as data regarding quantities, grades, production techniques, recovery rates, production costs, commodity prices and exchange rates. This process may require complex and difficult geological judgments to interpret the data. The Company uses qualified persons (as defined by NI 43-101) to compile this data.


Estimating the quantity and /or grade of reserves and resources requires the size, shape and depth of ore bodies or fields to be determined by analyzing geological data such as drilling samples. Following this, the quantity of ore that can be extracted in an economical manner is calculated using data regarding the life of mine plans and forecast sales prices (based on current and long-term historical average price trends). Changes in estimates can be the result of estimated future production differing from previous forecasts of future production, expansion of mineable ore through exploration activities, differences between estimated and actual costs of mining and differences in the commodity price used in the estimation of mineable ore.

The economic assumptions used to estimate mineral reserves may change from period to period and additional geological data is generated during the course of operations, which may change management's judgments surrounding reserves and resources. Any changes in management's judgements may impact the carrying value of mineral properties, plant and equipment, reclamation and rehabilitation provisions, recognition of deferred income tax amounts and depreciation.

Review of asset carrying values and assessment of impairment

Management applies significant judgment in assessing each CGU and assets for the existence of indicators of impairment or impairment reversal at the reporting date. Internal and external factors are considered in assessing whether indicators are present that would necessitate impairment testing. Significant assumptions regarding commodity prices, operating costs, capital expenditures and discount rates are used in determining whether there are any indicators of impairment. These assumptions are reviewed regularly by senior management and compared, when applicable, to relevant market consensus views.

If an indicator of impairment or reversal exists, the asset's recoverable amount is estimated. The recoverable amount is the greater of fair value less costs of disposal and value in use. The determination of fair value less costs of disposal and value in use requires management to make estimates and assumptions about expected production and sales volumes, metal prices, ore tonnage and grades, recoveries, operating costs, future capital expenditures and appropriate discount rates for future cash flows. The estimates and assumptions are subject to risk and uncertainty, and as such there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in profit or loss.

If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the period of abandonment or determination that the carrying value exceeds its fair value. The amounts recorded as mineral properties represent costs incurred to date and do not necessarily reflect present or future values.

Achievement of commercial production

Once a mine reaches the operating levels intended by management, depreciation of capitalized costs begins. Significant judgement is required to determine when certain of the Company's assets reach this level. Management considers several factors including: completion of a reasonable period of commissioning; consistent operating results achieved at a pre-determined level of design capacity and indications exist that this level will continue; mineral recoveries at or near expected levels; and the transfer of operations from development personnel to operational personnel has been completed.

Estimation of the amount and timing of reclamation and rehabilitation costs

Accounting for restoration requires management to make estimates of the future costs the Company will incur to complete the reclamation and rehabilitation work required to comply with existing laws, regulations and agreements in place at each mining operation and any environmental and social principles the Company is in compliance with. The calculation of the present value of these costs also includes assumptions regarding the timing of reclamation and rehabilitation work, applicable risk-free interest rates for discounting those future cash flows, inflation and foreign exchange rates and assumptions relating to probabilities of alternative estimates of future cash flows. Actual costs incurred may differ from those amounts estimated. Also, future changes to environmental laws and regulations could increase the extent of reclamation and rehabilitation work required to be performed by the Company. Increase in future costs could materially impact the amounts charged to operations for reclamation and rehabilitation.


Deferred Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and losses carried forward. Future tax assets and liabilities are measured using substantively enacted or enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the substantive enactment date. Future tax assets are recognized to the extent that they are considered more likely than not to be realized.

Judgement is required in determining the recognition and measurement of deferred income tax assets and liabilities on the balance sheet. In the normal course of business, the Company is subject to assessment by taxation authorities in various jurisdictions. These authorities may have different interpretations of tax legislation or tax agreements than those applied by the Company in computing current and deferred income taxes. These different interpretations may alter the timing or amounts of taxable income or deductions.

Final taxes payable and receivable are dependent on many factors, including outcomes of tax litigation and resolution of disputes. The resolution of these uncertainties may result in adjustments to the Company's tax assets and liabilities.

Management assesses the likelihood and timing of taxable earnings in future periods in recognizing deferred income tax assets. Estimates of future taxable income is based on forecasted cash flows using life of mine projections and the application of existing tax laws in each jurisdiction.

To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred income tax assets recorded at the balance sheet date could be impacted. In addition, future changes to tax laws could limit the ability of the Company to obtain tax deductions in future periods from deferred income tax assets.

Inventory

In valuing inventories at the lower of cost and net realizable value, the Company makes estimates in determining the net realizable price and in quantifying the contained metal in finished goods and work in progress.

Share-based Compensation

The Company has a stock option plan and records all share-based compensation for options using the fair value method. The fair value of each option award is estimated on the date of the grant using the Black-Scholes option pricing model, with expected volatility based on historical volatility of the Endeavour common shares. The Company uses historical data to estimate the term of the option and the risk-free rate for the expected term of the option is based on the Government of Canada yield curve in effect at the time of the grant.

As part of the Company's bonus program, the Company may from time to time grant SARs to its employees in Mexico and Chile. The SARs are subject to vesting conditions and, when vested, constitute a cash bonus based on the value of the appreciation of the Company's common shares between the SARs grant date and vesting. The fair value of each SAR award is estimated on the grant date using the Black-Scholes option pricing model, with expected volatility based on historical volatility of the Endeavour common shares. The Company uses historical data to estimate the term of the option and the risk-free rate for the expected term of the option is based on the Government of Canada yield curve in effect at the time of the grant.  

On March 23, 2021 the Company adopted an equity-based Share Unit Plan ("SUP"), which was approved by the Company's shareholders on May 12, 2021. The SUP allows for, with approval by the Board, granting of Performance Share Units ("PSU"s) and Deferred Share Units ("DSU"s), to its directors, officers, employees to acquire up to 1.5% of the issued and outstanding shares. The SUP incorporates all existing PSUs under the former PSU plan and any new DSUs granted and are to be subject to cash, share settlement or a combination of cash and share procedures at the discretion of the Board of Directors.

PSUs may be granted to employees of the Company. Under the plan, vested PSUs are redeemable, at the election of the Board of Directors in its discretion, for Common Shares, a cash payment equal to the market value of a Common Share as of the redemption date, or a combination of cash and Common Shares. The PSUs granted are subject to a performance payout multiplier between 0% and 200% based on the Company's total shareholder return at the end of a three-year period, relative to the Company's total shareholder return peer group.


DSU plan will be granted to independent directors of the Company in lieu of compensation in cash or share purchase options and are redeemable at the time of a director's retirement.

Business Combinations

On the acquisition of a business, the acquisition method of accounting is used, whereby the purchase consideration is allocated to the identifiable assets, liabilities and contingent liabilities (identifiable net assets) on the basis of fair value at the date of acquisition. When the cost of acquisition exceeds the fair values attributable to the Company's share of identifiable net assets, the difference is treated as purchased goodwill, which is not amortized but is reviewed for impairment annually or more frequently where there is an indication of impairment. If the fair value attributable to the Company's share of the identifiable net assets exceeds the cost of acquisition, the difference is immediately recognized in profit or loss. Incremental costs related to acquisitions are expensed as incurred.

Determination of the fair value of assets acquired and liabilities assumed and the resulting goodwill, if any, requires that management make estimates based on the information provided by the acquiree. Changes to the provisional values of assets acquired and liabilities assumed, deferred income taxes and resulting goodwill, if any, will be adjusted when the final measurements are determined (within one year of acquisition date).

When purchase consideration is contingent on future events, the initial cost of the acquisition recorded includes an estimate of the fair value of the contingent amounts expected to be payable in the future. When the fair value of contingent consideration as at the date of acquisition is finalized, before the end of the 12 month measurement period, the adjustment is allocated to the identifiable assets acquired and liabilities assumed. Changes to the estimated fair value of contingent consideration subsequent to the acquisition date are recorded in profit or loss.

RISKS AND UNCERTAINTIES

Besides the risks discussed elsewhere in this MD&A, the following are risks and uncertainties that have affected the Company's financial statements or future performance or that may affect them in the future. See "Risk Factors" in the Company's Annual Information Form for other risks affecting the Company generally.

Debt Facility

The terms of the Debt Facility require the Company to satisfy various affirmative and negative covenants and financial ratios. These covenants and ratios limit, among other things, the Company's ability to incur further indebtedness, create certain liens on assets, engage in certain types of transactions, or pay dividends. The Company can provide no assurances that in the future, it will not be limited in its ability to respond to changes in its business or competitive activities or be restricted in its ability to engage in mergers, acquisitions, or dispositions or acquisitions of assets. A failure to comply with these covenants and ratios would likely result in an event of default under the Debt Facility and would allow the lenders to prohibit drawdowns which could materially and adversely affect the Terronera Project, the Company's operations and financial condition, as well as the market price of the Company's securities.

Interest Rate Risk

Increases to benchmark interest rates may have an impact on the Company's cost of borrowing under the Debt Facility and any debt financing that the Company may negotiate, resulting in reduced amounts available to fund the Company's exploration, development and production activities and could negatively impact the market price of its common shares and/or the price of gold or silver, which could have a material adverse effect on the Company's operations and financial condition.

Precious and Base Metal Price Fluctuations

The Company's revenue is primarily dependent on the sale of silver and gold and movements in the spot price of silver or gold may have a direct and immediate impact on the Company's income and the value of related financial instruments. The Company's sales are directly dependent on commodity prices. Metal prices have historically fluctuated widely and are affected by numerous factors beyond the Company's control including international economic and political trends, expectations for inflation, currency exchange rate fluctuations, interest rates, global and regional supply and demand, consumption patterns, speculative market activities, worldwide production and inventory levels, and sales programs by central banks. The exact effect of these factors on metal prices cannot be accurately predicted. Declining market prices for these metals could materially adversely affect the Company's operations and profitability and could affect the Company's ability to finance the exploration and development of any of the Company's other mineral properties.


Fluctuations in the price of consumed commodities

Prices and availability of commodities consumed or used in connection with exploration, development and mining, such as natural gas, diesel, oil, electricity, cyanide and other reagents fluctuate affecting the costs of production at the Company's operations. These fluctuations can be unpredictable, can occur over short periods of time and may have a materially adverse impact on the Company's operating costs or the timing and costs of various projects. The Company's general policy is not to hedge its exposure to changes in prices of the commodities used in its business.

Foreign Exchange Rate Fluctuations

Operations in Mexico, Chile and Canada are subject to foreign currency exchange fluctuations. The Company raises its funds through equity issuances which are generally priced in Canadian dollars or U.S. dollars, and the majority of the exploration costs of the Company are denominated in U.S. dollars, Chilean pesos and Mexican pesos. The Company may suffer losses due to adverse foreign currency fluctuations.  

Calculation of Reserves and Resources and Precious Metal Recoveries

There is a degree of uncertainty attributable to the calculation and estimation of reserves and resources and their corresponding metal grades to be mined and recovered. Until reserves or resources are actually mined and processed, the quantities of mineralization and metal grades must be considered as estimates only. Any material change in the quantity of mineral reserves, mineral resources, grades and recoveries may affect the economic viability of the Company's properties.

Economic Conditions for Mining

Global financial markets are experiencing extreme volatility as a result of the ongoing COVID-19 pandemic. Events in global financial markets, and the volatility of global financial conditions, will continue to have an impact on the global economy. Many industries, including the mining sector, are impacted by market conditions. Some of the key impacts of financial market turmoil include devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. Financial institutions and large corporations may be forced into bankruptcy or need to be rescued by government authorities. Access to financing may also be negatively impacted by future liquidity crises throughout the world. These factors may impact the Company's ability to obtain equity or debt financing and, where available, to obtain such financing on terms favorable to the Company.

Increased levels of volatility and market turmoil could have an adverse impact on the Company's operations and planned growth and the trading price of the securities of the Company may be adversely affected.

The Company assesses on a quarterly basis the carrying values of its mineral properties. Should market conditions and commodity prices worsen and persist in a worsened state for a prolonged period of time, an impairment of the Company's mineral properties may be required.

Mexican Tax Assessments

The Company is required to use judgement to determine certain tax treatments in calculating income tax expense and IVA recoverable. A number of these judgements are subject to various uncertainties. From time to time, Mexican authorities may apply, re-interpret legislation or disregard precedents and it is possible that of these uncertainties may be resolved unfavorably for the Company. See “Contingencies” for further details.

Assurance on Financial Statements

The Company prepares the financial reports in accordance with accounting policies and methods prescribed by IFRS. In the preparation of financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Significant accounting policies and practices are described in more detail in the notes to the annual consolidated financial statements for the year ended December 31, 2023. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported, the Company has implemented and continues to analyze the internal control systems for financial reporting.


CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company's officers and management are responsible for establishing and maintaining disclosure controls and procedures for the Company. Disclosure controls and procedures are designed to provide reasonable assurance that material information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the applicable time periods and to ensure that required information is gathered and communicated to the Company's management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as is appropriate to permit timely decisions regarding public disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

At the end of the period covered by this MD&A, management, including the CEO and CFO, conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to National Instrument 52-109 "Certification of Disclosure in Issuers Annual and Interim Filings" ("NI 52-109") and Rule 13a -15(b) of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Based upon that evaluation, the Company's CEO and CFO have concluded that, as of the end of the period covered by this MD&A, the Company's disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits is (i) recorded, processed, summarized and reported, within the time periods specified under applicable securities legislation in Canada and in the U.S. Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Controls over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in NI 52-109 and in Rules 13a-15(f) of the U.S. Exchange Act). A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

Management of the Company, including the CEO and CFO, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management has concluded that, as of December 31, 2023, the Company's internal control over financial reporting is effective. Also, management determined that there were no material weaknesses in the Company's internal control over financial reporting as at December 31, 2023.


Changes in Internal Control over Financial Reporting

Management, including the CEO and CFO, has evaluated the Company's internal controls over financial reporting to determine whether any changes occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

There have been no changes in internal control over financial reporting that occurred during the fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

NON-IFRS MEASURES

Non-IFRS and Other Financial Measures and Ratios

We have included certain non-IFRS financial measures and ratios in this MD&A, as discussed below. We believe that these measures, in addition to conventional measures prepared in accordance with IFRS, provide investors an improved ability to evaluate the underlying performance of the Company. The non-IFRS measures and ratios are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These financial measures and ratios do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to other issuers.

Non-IFRS financial measures are defined in National Instrument 52-112 - Non-GAAP and Other Financial Measures Disclosure ("NI 52-112") as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation.

A non-IFRS ration is defined by 52-112 as a financial measure disclosed that (a) is in the form of a ratio, fraction, percentage or similar representation, (b) has a non-IFRS financial measure as one or more of its components, and (c) is not disclosed in the financial statements.

Working capital is a non-IFRS measure that is a common measure of liquidity but does not have any standardized meaning. The most directly comparable measure prepared in accordance with IFRS is current assets and current liabilities. Working capital is calculated by deducting current liabilities from current assets. Working capital should not be considered in isolation or as a substitute from measures prepared in accordance with IFRS. The measure is intended to assist readers in evaluating our liquidity.

Expressed in thousands US dollars    As at December 31, 2023     As at December 31, 2022  

 
   
 
Current assets $ 100,773   $ 146,333  
Current liabilities   58,244     52,749  
Working Capital $ 42,529   $ 93,584  

Adjusted earnings and adjusted earnings per share ("EPS") are non-IFRS measures that supplement information to the Company's consolidated financial statements. The Company believes that, in addition to the conventional measures prepared in accordance with IFRS, the Company and certain investors and analysts use this information to evaluate the Company's underlying core operating performance. The presentation of adjusted earnings and adjusted earnings per share is not meant to be a substitute of net income and net income per share presented in accordance with IFRS, but rather should be evaluated in conjunction with such IFRS measures.

The Company defines the adjusted earnings as net income adjusted to include certain non-cash and unusual item, and items that in the Company's judgement are subject to volatility as a result of factors which are unrelated to the Company's operation in the period. Certain items that become applicable in a period may be adjusted for, with the Company retroactively presenting comparable periods with an adjustment for such items and, conversely, items no longer applicable may be removed from the calculation. During the current period, the Company has included changes in the fair value of its investments in marketable securities and made retroactive adjustments to prior periods for the same. The following table provides a detailed reconciliation of net income as reported in the Company's financial statement to adjusted earnings and adjusted earnings per share.


Expressed in thousands US dollars   Three Months Ended December 31 Year Ended December 31
(except for share numbers and per share amounts) 2023 2022 2023 2022
Net earnings (loss) for the period per financial statements $3,049 $7,961 $6,123 $6,201
Gain on sale of Cozamin royalty - - (6,990) -
Gain on disposal of El Compas mine and equipment, net of tax - - - (2,733)
Change in fair value of investments 525 104 2,522 3,470
Adjusted net earnings (loss) $3,574 $8,065 $1,655 $6,938
Basic weighted average share outstanding 207,932,318 189,993,085 196,018,623 183,009,339
Adjusted net earnings (loss) per share $0.02 $0.04 $0.01 $0.04

Mine operating cash flow before taxes is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. Mine operating cash flow is calculated as revenue minus direct production costs and royalties. Mine operating cash flow is used by management to assess the performance of the mine operations, excluding corporate and exploration activities and is provided to investors as a measure of the Company's operating performance.

Expressed in thousands US dollars  Three Months Ended December 31 Year Ended December 31
  2023 2022 2023 2022
Mine operating earnings per financial statements $5,352 $21,655 $36,611 $51,525
Share-based compensation 44 89 (74) 442
Amortization and depletion 7,181 8,945 27,885 25,179
Write down of inventory to net realizable value - - - 1,323
Mine operating cash flow before taxes $12,577 $30,689 $64,422 $78,469

Operating cash flow before working capital changes per share is a non-IFRS measure that does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. Operating cash flow per share is calculated by dividing cash from operating activities by the weighted average shares outstanding. Operating cash flow per share is used by management to assess operating performance on a per share basis, irrespective of working capital changes and is provided to investors as a measure of the Company's operating performance.

Expressed in thousands US dollars  Three Months Ended December 31     Year Ended December 31
(except for per share amounts) 2023 2022 2023 2022
Cash from (used in) operating activities per financial statements $6,706 $44,391 $11,771 $54,993
Net changes in non-cash working capital per financial statements (3,085) 21,924 (25,243) 967
Operating cash flow before working capital changes $9,791 $22,467 $37,014 $54,026
Basic weighted average shares outstanding 207,932,318 189,993,085 196,018,623 183,009,339
Operating cash flow before working capital changes per share $0.05 $0.12 $0.19 $0.30

EBITDA is a non-IFRS financial measure, which excludes the following from net earnings:

  • Income tax expense;
  • Finance costs;
  • Amortization and depletion.

Adjusted EBITDA excludes the following additional items from EBITDA:

  • Share based compensation;
  • Non-recurring impairments (reversals);
  • Change in fair value of investments;
  • Significant non-routine items.

Adjusted EBITDA per share is calculated by dividing Adjusted EBITDA by the basic weighted average number of shares outstanding for the period.

Management believes EBITDA is a valuable indicator of the Company's ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures. Management uses EBITDA for this purpose. EBITDA is also frequently used by investors and analysts for valuation purposes whereby EBITDA is multiplied by a factor or "EBITDA multiple" based on an observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a Company.


EBITDA is intended to provide additional information to investors and analysts. It does not have any standardized definition under IFRS and should not be considered in isolation or as a substitute for measures of operating performance prepared in accordance with IFRS. EBITDA excludes the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore is not necessarily indicative of operating profit or cash flow from operations as determined by IFRS. Other companies may calculate EBITDA and Adjusted EBITDA differently.

Certain items that become applicable in a period may be adjusted for, with the Company retroactively presenting comparable periods with an adjustment for such items and, conversely, items no longer applicable may be removed from the calculation.

Expressed in thousands US dollars  Three Months Ended December 31 Year Ended December 31
  2023 2022 2023 2022
Net earnings (loss) for the period per financial statements $3,049 $7,961 $6,123 $6,201
Depreciation and depletion – cost of sales 7,181 8,945 27,885 25,179
Depreciation – exploration, evaluation and development 80 276 528 624
Depreciation and depletion – general & administration 197 58 376 214
Depreciation and depletion – care & maintenance - - - 71
Finance costs 164 233 822 816
Current income tax expense 207 2,850 11,344 6,376
Deferred income tax expense (2,544) 2,345 786 12,372
EBITDA $8,334 $22,668 $47,864 $51,853
Share based compensation 714 619 3,618 3,878
Gain on sale of Cozamin royalty - - (6,990) -
Gain on disposal of El Compas mine and equipment, net of tax - - - (2,733)
Change in fair value of investments 525 104 2,522 3,470
Adjusted EBITDA $9,573 $23,391 $47,014 $56,468
Basic weighted average shares outstanding 207,932,318 189,993,085 196,018,623 183,009,339
Adjusted EBITDA per share $0.05 $0.12 $0.24 $0.31

Cash costs per silver oz, total production costs per oz, direct operating costs per tonne and direct costs per tonne are measures developed by precious metals companies in an effort to provide a comparable standard; however, there can be no assurance that the Company's reporting of these non-IFRS measures and ratios are similar to those reported by other mining companies. Cash costs per oz, total production costs per oz and direct costs per tonne are measures used by the Company to manage and evaluate operating performance at each of the Company's operating mining units. They are widely reported in the silver mining industry as a benchmark for performance, but do not have a standardized meaning and are disclosed in addition to IFRS measures. Direct operating costs include mining, processing (including smelting, refining, transportation and selling costs) and direct overhead at the operation sites. Direct costs include all direct operating costs plus royalties and special mining duty. Cash costs include all direct costs less by-product gold sales and changes in finished gold inventories.

Total production costs include all cash costs plus amortization and depletion, changes in amortization and depletion in finished goods inventory and site share-based compensation. Cash costs per silver ounce and total production costs per ounce are calculated by dividing cash costs and total production costs by the payable silver ounces produced. Direct operating cost per tonne and direct costs per tonne are calculated by dividing direct operating costs and direct costs by the number of processed tonnes. The following tables provide a detailed reconciliation of these measures to the Company's direct production costs, as reported in its consolidated financial statements.



Expressed in thousands US dollars  Three Months Ended December 31, 2023 Three Months Ended December 31, 2022
Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Direct production costs per financial statements $22,956 $9,861 $32,817 33,586 9,235 $42,821
Smelting and refining costs included in revenue - 506 506 - 694 694
Opening finished goods (8,627) (656) (9,283) (18,080) (195) (18,275)
Closing finished goods 7,137 699 7,836 4,953 245 5,198
Direct operating costs 21,466 10,410 31,876 20,459 9,979 30,438
Royalties 5,033 72 5,105 8,430 49 8,479
Special mining duty (1) 62 151 213 845 16 861
Direct costs 26,561 10,633 37,194 29,734 10,044 39,778
By-product gold sales (7,045) (12,271) (19,316) (11,591) (9,527) (21,118)
Opening gold inventory fair market value 2,345 815 3,160 5,368 240 5,608
Closing gold inventory fair market value (2,909) (619) (3,528) (2,740) (354) (3,094)
Cash costs net of by-product 18,952 (1,442) 17,510 20,771 403 21,174
Amortization and depletion 3,942 3,239 7,181 6,160 2,785 8,945
Share-based compensation 33 11 44 45 44 89
Opening finished goods depreciation and depletion (1,509) (222) (1,731) (3,776) (60) (3,836)
Closing finished goods depreciation and depletion 1,459 197 1,656 862 79 941
Total production costs $22,877 $1,783 $24,660 $24,062 $3,251 $27,313

  Three Months Ended December 31, 2023 Three Months Ended December 31, 2022
Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Throughput tonnes 110,781 109,683 220,464 119,305 104,984 224,289
Payable silver ounces 1,267,864 128,451 1,396,315 1,675,322 141,491 1,816,813
             
Cash costs per silver ounce $14.95 ($11.23) $12.54 $12.40 $2.85 $11.65
Total production costs per ounce $18.04 $13.88 $17.66 $14.36 $22.98 $15.03
Direct operating costs per tonne $193.77 $94.91 $144.59 $171.48 $95.05 $135.71
Direct costs per tonne $239.76 $96.94 $168.71 $249.23 $95.67 $177.35


Expressed in thousands US dollars  Year Ended December 31, 2023 Year Ended December 31, 2022
Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Direct production costs per financial statements $79,842 $38,989 $118,831 $74,423 $39,457 $113,880
Smelting and refining costs included in revenue - 2,451 2,451 - 3,029 3,029
Opening finished goods (4,953) (245) (5,198) (10,093) (2,857) (12,950)
Closing finished goods 7,137 699 7,836 4,953 245 5,198
Direct operating costs 82,026 41,894 123,920 69,283 39,874 109,157
Royalties 21,937 273 22,210 17,554 257 17,811
Special mining duty (1) 2,862 530 3,392 2,612 302 2,914
Direct costs 106,825 42,697 149,522 89,449 40,433 129,882
By-product gold sales (29,273) (43,925) (73,198) (27,569) (42,932) (70,501)
Opening gold inventory fair market value 2,740 354 3,094 1,900 4,784 6,684
Closing gold inventory fair market value (2,909) (619) (3,528) (2,740) (354) (3,094)
Cash costs net of by-product 77,383 (1,493) 75,890 61,040 1,931 62,971
Amortization and depletion 15,481 12,404 27,885 14,129 11,050 25,179
Share-based compensation (17) (57) (74) 221 221 442
Opening finished goods depreciation and depletion (862) (79) (941) (1,965) (635) (2,600)
Closing finished goods depreciation and depletion 1,459 197 1,656 862 79 941
Total production costs $93,444 $10,972 $104,416 $74,287 $12,646 $86,933

  Year Ended December 31, 2023 Year Ended December 31, 2022
Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Throughput tonnes 433,409 440,973 874,382 412,303 422,239 834,542
Payable silver ounces 5,089,921 537,458 5,627,379 5,324,531 587,978 5,912,509
             
Cash costs per silver ounce $15.20 ($2.78) $13.49 $11.46 $3.28 $10.65
Total production costs per ounce $18.36 $20.41 $18.55 $13.95 $21.51 $14.70
Direct operating costs per tonne $189.26 $95.00 $141.72 $168.04 $94.43 $130.80
Direct costs per tonne $246.48 $96.82 $171.00 $216.95 $95.76 $155.63

(1) Special mining duty is an EBITDA royalty tax presented as a current income tax in accordance with IFRS.

Expressed in thousands US dollars  December 31, 2023 December 31, 2022
Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Closing finished goods 7,137 699 7,836 4,953 245 5,198
Closing finished goods depletion 1,459 197 1,656 862 79 941
Finished goods inventory $8,596 $896 $9,492 $5,815 $324 $6,139

AISC per oz and all-in costs per oz are measures developed by the World Gold Council (and used as a standard of the Silver Institute) in an effort to provide a comparable standard within the precious metal industry; however, there can be no assurance that the Company's reporting of these non-IFRS measures are similar to those reported by other mining companies. These measures are used by the Company to manage and evaluate operating performance at each of the Company's operating mining units and consolidated group, and are widely reported in the silver mining industry as a benchmark for performance, but do not have a standardized meaning and are disclosed in addition to IFRS measures. The following tables provide a detailed reconciliation of these measures to the Company's cost of sales, as reported in the Company's consolidated financial statements.


Expressed in thousands US dollars  Three Months Ended December 31, 2023 Three Months Ended December 31, 2022
  Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Cash costs net of by-product $18,952 ($1,442) $17,510 $20,771 $403 $21,174
Operations share-based compensation 33 11 44 45 44 89
Corporate general and administrative 1,423 550 1,973 1,771 506 2,277
Corporate share-based compensation 404 156 560 365 67 432
Reclamation - amortization/accretion 78 66 144 70 53 123
Mine site expensed exploration 286 350 636 323 295 618
Equipment loan payments 140 340 480 245 489 734
Capital expenditures sustaining 5,944 2,700 8,644 6,653 3,103 9,756
All-In-Sustaining Costs $27,259 $2,732 $29,991 $30,243 $4,960 $35,203
Growth exploration, evaluation and development      1,609     4,170
Growth capital expenditures     32,826     18,672
All-In-Costs     $64,426     $58,045

  Three Months Ended December 31, 2023 Three Months Ended December 31, 2022
  Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Throughput tonnes 110,781 109,683 220,464 119,305 104,984 224,289
Payable silver ounces 1,267,864 128,451 1,396,315 1,675,322 141,491 1,816,813
Silver equivalent production (ounces) 1,569,359 605,704 2,175,063 2,075,243 585,192 2,660,435
             
Sustaining cost per ounce $21.50 $21.27 $21.48 $18.05 $35.06 $19.38

Expressed in thousands US dollars
Year Ended December 31, 2023 Year Ended December 31, 2022
  Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Cash costs net of by-product $77,383 ($1,493) $75,890 $61,040 $1,931 $62,971
Operations share-based compensation (17) (57) (74) 221 221 442
Corporate general and administrative 6,354 2,419 8,773 5,439 1,951 7,390
Corporate share-based compensation 2,328 886 3,214 2,214 795 3,009
Reclamation - amortization/accretion 313 263 576 268 211 479
Mine site expensed exploration 1,354 1,352 2,706 1,351 1,158 2,509
Intangible payments - - - 30 11 41
Equipment loan payments 819 1,805 2,624 981 1,955 2,936
Capital expenditures sustaining 24,631 10,708 35,339 26,561 11,756 38,317
All-In-Sustaining Costs $113,164 $15,884 $129,048 $98,105 $19,989 $118,094
Growth exploration, evaluation and     11,401     12,626
development            
Growth capital expenditures     82,448     35,450
All-In-Costs     $222,897     $166,170

  Year Ended December 31, 2023 Year Ended December 31, 2022
  Guanaceví Bolañitos Total Guanaceví Bolañitos Total
Throughput tonnes 433,409 440,973 874,382 412,303 422,239 834,542
Payable silver ounces 5,089,921 537,458 5,627,379 5,324,531 587,978 5,912,509
Silver equivalent production (ounces) 6,301,637 2,399,706 8,701,343 6,599,353 2,367,932 8,967,285
             
Sustaining cost per ounce $22.23 $29.55 $22.93 $18.43 $34.00 $19.97

Expressed in thousands US dollars                                                 Three Months Ended December 31 Year Ended December 31
2023 2022 2023 2022
Capital expenditures sustaining $8,644 $9,756 $35,339 $38,317
Growth capital expenditures 32,826 18,672 82,448 35,450
Acquisition capital expenditures - (50) - 35,948
Property, plant and equipment expenditures per Consolidated Statement of Cash Flows $41,470 $28,378 $117,787 $109,715


Expressed in thousands US dollars                                                 Three Months Ended December 31 Year Ended December 31
2023 2022 2023 2022
Mine site expensed exploration $636 $618 $2,706 $2,509
Growth exploration, evaluation and development 1,609 4,170 11,401 12,626
Total exploration, evaluation and development 2,245 4,788 14,107 15,135
Exploration, evaluation and development depreciation 80 276 528 624
Exploration, evaluation and development share-based compensation 110 99 478 427
Exploration, evaluation and development expense $2,435 $5,163 $15,113 $16,186


EX-99.4 6 exhibit99-4.htm EXHIBIT 99.4 Endeavour Silver Corp.: Exhibit 99.4 - Filed by newsfilecorp.com

Exhibit 99.4

CERTIFICATION

I, Daniel Dickson, certify that:

1 I have reviewed this annual report on Form 40-F of Endeavour Silver Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-5(f) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 (d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

 (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

 (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Date:  March 11, 2024   By:   /s/ Daniel Dickson
Daniel Dickson
Chief Executive Officer
(Principal Executive Officer)


EX-99.5 7 exhibit99-5.htm EXHIBIT 99.5 Endeavour Silver Corp.: Exhibit 99.5 - Filed by newsfilecorp.com

Exhibit 99.5

CERTIFICATION

I, Elizabeth Senez, certify that:

1 I have reviewed this annual report on Form 40-F of Endeavour Silver Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-5(f) for the issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 (d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and

5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):

 (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and

 (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.

Date:  March 11, 2024   By:   /s/ Elizabeth Senez
Elizabeth Senez
Chief Financial Officer
(Principal Financial and Accounting Officer)


EX-99.6 8 exhibit99-6.htm EXHIBIT 99.6 Endeavour Silver Corp.: Exhibit 99.6 - Filed by newsfilecorp.com

Exhibit 99.6

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Endeavour Silver Corp. (the "Company") on Form 40-F for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel Dickson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 11, 2024 /s/ Daniel Dickson            
   
  Daniel Dickson
Chief Executive Officer
(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Endeavour Silver Corp. and will be retained by Endeavour Silver Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-99.7 9 exhibit99-7.htm EXHIBIT 99.7 Endeavour Silver Corp.: Exhibit 99.7 - Filed by newsfilecorp.com

Exhibit 99.7

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Endeavour Silver Corp. (the “Company”) on Form 40-F for the period ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Elizabeth Senez, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 (2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 11, 2024 /s/ Elizabeth Senez                          
   
  Elizabeth Senez
Chief Financial Officer
(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to Endeavour Silver Corp. and will be retained by Endeavour Silver Corp. and furnished to the Securities and Exchange Commission or its staff upon request.


EX-99.8 10 exhibit99-8.htm EXHIBIT 99.8 Endeavour Silver Corp.: Exhibit 99.8 - Filed by newsfilecorp.com

   
  KPMG LLP
Chartered Professional Accountants
PO Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada
Telephone  (604) 691-3000
Fax (604) 691-3031
Internet www.kpmg.ca

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Endeavour Silver Corp.

We consent to the use of:

  • our report dated March 8, 2024 on the consolidated financial statements of Endeavour Silver Corp. (the "Entity") which comprise the consolidated statements of financial position as of December 31, 2023 and December 31, 2022, the related consolidated statements of comprehensive earnings (loss), cash flows and changes in shareholders' equity for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively the "consolidated financial statements"), and
  • our report dated March 8, 2024 on the effectiveness of the Entity's internal control over financial reporting as of December 31, 2023


each of which is included in the Annual Report on Form 40-F of the Entity for the fiscal year ended December 31, 2023.


/s/ KPMG LLP

Chartered Professional Accountants

March 11, 2024

Vancouver, Canada

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
KPMG Canada provides services to KPMG LLP.


EX-99.9 11 exhibit99-9.htm EXHIBIT 99.9 Endeavour Silver Corp.: Exhibit 99.9 - Filed by newsfilecorp.com

Exhibit 99.9

CONSENT OF WOOD CANADA LIMITED

March 11, 2024

United States Securities and Exchange Commission

Re: Annual Report on Form 40-F for fiscal year ended December 31, 2023 (the "Annual Report") of Endeavour Silver Corp. (the "Company").

Ladies and Gentlemen,

Wood Canada Limited hereby consents to the use of and reference to their name in the Annual Report and the documents incorporated therein by reference.

Wood Canada Limited hereby consents to the use of information derived from sections 1.1, 1.2, 1.7 - 1.13, 1.17.1, 1.17.2, 1.18, 1.19 - 1.21, 2, 3, 11  12.1; 12.1.1; 12.2; 13 - 15, 16.1, 16.5-16.9, 16.9.1, 16.9.2, 17, 21.1, 21.2.1-21.2.4, 21.2.6, 21.2.7, 21.2.10-21.2.12, 21.3, 21.4.1, 21.4.2, 21.4.3, 21.4.4,  25.3 - 25.7, 25.11, 25.13 - 25.14, 26.1 - 26.5, and 27 of their report:  "NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended" dated May 15, 2023, with an effective date of September 9, 2021 (the "Technical Report") , including extracts from or summaries of the Technical Report, in the Annual Report and the documents incorporated by reference filed with the United States Securities and Exchange Commission pursuant to the United States Securities Act of 1933, as amended.

On behalf of Wood Canada Limited,

"signed"

_______________________________

By: William Bagnell

Technical Director, Underground Mining and

Authorized Signor

WOOD CANADA LIMITED.


EX-99.10 12 exhibit99-10.htm EXHIBIT 99.10 Endeavour Silver Corp.: Exhibit 99.10 - Filed by newsfilecorp.com

James D. Tod, P.Eng.

WSP USA Environment & Infrastructure Inc.

6925 Century Ave, Suite 200, Mississauga, ON, Canada

CONSENT OF QUALIFIED PERSON

I, James D. Tod state that I am responsible for preparing or supervising the preparation of part(s) of the technical report titled "NI 43 101 Technical Report on the Feasibility Study of the Terronera Project, Jalisco State, Mexico - Amended" with an effective date of September 9, 2021 and dated May 15, 2023, as signed, and certified by me (the "Technical Report").

Furthermore, I state that:

(a) The document the Technical Report supports is the Annual Information Form of Endeavour Silver Corp. (the "Company") for the year ended December 31, 2023 (the "AIF") and the annual report on Form 40-F of the Company which incorporates by reference the AIF (collectively with the AIF the "Documents");

(b) I consent to being named in the Documents as a qualified person, as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, to the use of any references, quotation from or summarization in the Documents of the parts of the Technical Report for which I am responsible, and to the incorporation by reference of the Technical Report into the Documents; and

(c) I confirm that I have read the Documents, and have no reason to believe that there are any misrepresentations in the information contained in the Documents that are derived from those sections of the Technical Report that I am responsible for preparing or that are within my knowledge as a result of services performed by me in connection with the Technical Report.

Dated at Mississauga, Ontario this 11th day of March, 2024.

/s/ signed

James D. Tod, P.Eng.


EX-99.11 13 exhibit99-11.htm EXHIBIT 99.11 Endeavour Silver Corp.: Exhibit 99.11 - Filed by newsfilecorp.com

Paul G. Ivancie, P.G.

WSP USA Environment & Infrastructure Inc.

2000 S Colorado Blvd, Suite 2-100, Denver, CO, USA

CONSENT OF QUALIFIED PERSON

I, Paul G. Ivancie state that I am responsible for preparing or supervising the preparation of part(s) of the technical report titled "NI 43 101 Technical Report on the Feasibility Study of the Terronera Project, Jalisco State, Mexico - Amended" with an effective date of September 9, 2021 and dated May 15, 2023, as signed, and certified by me (the "Technical Report").

Furthermore, I state that:

(a) The document the Technical Report supports is the Annual Information Form of Endeavour Silver Corp. (the "Company") for the year ended December 31, 2023 (the "AIF") and the annual report on Form 40-F of the Company which incorporates by reference the AIF (collectively with the AIF the "Documents");

(b) I consent to being named in the Documents as a qualified person, as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, to the use of any references, quotation from or summarization in the Documents of the parts of the Technical Report for which I am responsible, and to the incorporation by reference of the Technical Report into the Documents; and

(c) I confirm that I have read the Documents, and have no reason to believe that there are any misrepresentations in the information contained in the Documents that are derived from those sections of the Technical Report that I am responsible for preparing or that are within my knowledge as a result of services performed by me in connection with the Technical Report.

Dated at Denver, Colorado this 11th day of March, 2024.

"Signed"

Paul G. Ivancie, P.G.


EX-99.12 14 exhibit99-12.htm EXHIBIT 99.12 Endeavour Silver Corp.: Exhibit 99.12 - Filed by newsfilecorp.com

Humberto F. Preciado, PE

WSP USA Environment & Infrastructure Inc.

2000 S Colorado Blvd, Suite 2-100, Denver, CO, USA

CONSENT OF QUALIFIED PERSON

I, Humberto F. Preciado state that I am responsible for preparing or supervising the preparation of part(s) of the technical report titled "NI 43 101 Technical Report on the Feasibility Study of the Terronera Project, Jalisco State, Mexico - Amended" with an effective date of September 9, 2021 and dated May 15, 2023, as signed, and certified by me (the "Technical Report").

Furthermore, I state that:

(a) The document the Technical Report supports is the Annual Information Form of Endeavour Silver Corp. (the "Company") for the year ended December 31, 2023 (the "AIF") and the annual report on Form 40-F of the Company which incorporates by reference the AIF (collectively with the AIF the "Documents");

(b) I consent to being named in the Documents as a qualified person, as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, to the use of any references, quotation from or summarization in the Documents of the parts of the Technical Report for which I am responsible, and to the incorporation by reference of the Technical Report into the Documents; and

(c) I confirm that I have read the Documents, and have no reason to believe that there are any misrepresentations in the information contained in the Documents that are derived from those sections of the Technical Report that I am responsible for preparing or that are within my knowledge as a result of services performed by me in connection with the Technical Report.

Dated at Denver, Colorado this 11th day of March, 2024.

"signed"

Humberto F. Preciado, PE


EX-99.13 15 exhibit99-13.htm EXHIBIT 99.13 Endeavour Silver Corp.: Exhibit 99.13 - Filed by newsfilecorp.com

Exhibit 99.13

CONSENT OF KIRK HANSON

To: United States Securities and Exchange Commission

Re: Endeavour Silver Corp. (the "Company")
Annual Report on Form 40-F
Consent of Expert

This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2023 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") pursuant to the United States Securities Exchange Act of 1934, and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2023 (the "AIF"), and the Company's Management Discussion and Analysis for the year ended December 31, 2023 (the "MD&A").

I hereby consent to the use of my name and the quotation, summary or incorporation by reference to the AIF and MD&A in the Annual Report of the portions prepared by me of the following technical reports:

  • "NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended" dated May 15, 2023, with an effective date of September 9, 2021

Dated the 11th day of March, 2024

/s/ Kirk Hanson

_______________________________________
Kirk Hanson, P.E.


EX-99.14 16 exhibit99-14.htm EXHIBIT 99.14 Endeavour Silver Corp.: Exhibit 99.14 - Filed by newsfilecorp.com

Exhibit 99.14

CONSENT OF DALE MAH

To: United States Securities and Exchange Commission

Re: Endeavour Silver Corp. (the "Company")
Annual Report on Form 40-F
Consent of Expert

This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2023 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") pursuant to the United States Securities Exchange Act of 1934, and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2023 (the "AIF"), and the Company's Management Discussion and Analysis for the year ended December 31, 2023 (the "MD&A").

I hereby consent to the use of my name and the quotation, summary or incorporation by reference to the AIF and MD&A in the Annual Report of the portions prepared by me of the following technical reports:

  • "NI 43-101 Technical Report on the Feasibility Study of the Terronera Project Jalisco State, Mexico - Amended" dated May 15, 2023, with an effective date of September 9, 2021
  • "NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico" dated December 14, 2022, with an effective date of November 5, 2022
  • "NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico" dated December 14, 2022, with an effective date of November 9, 2022

Dated the 11th day of March, 2024

/s/ Dale Mah

_______________________________________
Dale Mah, P. Geo


EX-99.15 17 exhibit99-15.htm EXHIBIT 99.15 Endeavour Silver Corp.: Exhibit 99.15 - Filed by newsfilecorp.com

Exhibit 99.15

CONSENT OF DONALD GRAY

To: United States Securities and Exchange Commission

Re: Endeavour Silver Corp. (the "Company")
Annual Report on Form 40-F
Consent of Expert

This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2023 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") pursuant to the United States Securities Exchange Act of 1934, and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2023 (the "AIF"), and the Company's Management Discussion and Analysis for the year ended December 31, 2023 (the "MD&A").

I hereby consent to the use of my name and the quotation, summary or incorporation by reference to the AIF and MD&A in the Annual Report of the portions prepared by me of the following technical reports:

  • "NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico" dated December 14, 2022, with an effective date of November 5, 2022
  • "NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico" dated December 14, 2022, with an effective date of November 9, 2022

Dated the 11th day of March, 2024

/s/ Donald Gray

_______________________________________
Donald Gray, SME-RM


EX-99.16 18 exhibit99-16.htm EXHIBIT 99.16 Endeavour Silver Corp.: Exhibit 99.16 - Filed by newsfilecorp.com

Exhibit 99.16

CONSENT OF RICHARD SCHWERING

To: United States Securities and Exchange Commission

Re: Endeavour Silver Corp. (the "Company")
Annual Report on Form 40-F
Consent of Expert

This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2023 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") pursuant to the United States Securities Exchange Act of 1934, and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2023 (the "AIF"), and the Company's Management Discussion and Analysis for the year ended December 31, 2023 (the "MD&A").

I hereby consent to the use of my name and the quotation, summary or incorporation by reference to the AIF and MD&A in the Annual Report of the portions prepared by me of the following technical reports:

  • "NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Guanaceví Project, Durango State, Mexico" dated December 14, 2022, with an effective date of November 5, 2022
  • "NI 43-101 Technical Report: Updated Mineral Resource and Reserve Estimates for the Bolañitos Project, Guanajuato State, Mexico" dated December 14, 2022, with an effective date of November 9, 2022

I also consent to the use of my name and the technical information contained in the Updated Company Mineral Reserve and Resources Estimates on the Guanacevi Mine and the Bolañitos Mine as of December 31, 2023 as presented in the AIF and incorporated by reference into the Annual Report.

Dated the 11th day of March, 2024

/s/ Richard Schwering

_______________________________________
Richard Schwering, P.G., SME-RM


EX-99.17 19 exhibit99-17.htm EXHIBIT 99.17 Endeavour Silver Corp.: Exhibit 99.17 - Filed by newsfilecorp.com

Exhibit 99.17

CONSENT OF ALLAN ARMITAGE

To: United States Securities and Exchange Commission

Re: Endeavour Silver Corp. (the "Company")
Annual Report on Form 40-F
Consent of Expert

This consent is provided in connection with the Company's annual report on Form 40-F for the year ended December 31, 2023 to be filed by the Company with the United States Securities and Exchange Commission (the "SEC") pursuant to the United States Securities Exchange Act of 1934, and any amendments thereto (the "Annual Report"). The Annual Report incorporates by reference, among other things, the Company's Annual Information Form for the year ended December 31, 2023 (the "AIF"), and the Company's Management Discussion and Analysis for the year ended December 31, 2023 (the "MD&A").

I hereby consent to the use of my name and the quotation, summary or incorporation by reference to the AIF and MD&A in the Annual Report of the portions prepared by me of the following technical reports:

  • "Mineral Resource Estimate for the Pitarrilla Ag-Pb-Zn Project, Durango State, Mexico", dated March 15, 2023, with an effective date of October 6, 2022.

Dated the 11th day of March, 2024

/s/ Allan Armitage

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Allan Armitage, Ph. D., P. Geo